Common use of Conditions to Obligation of the Buyer Clause in Contracts

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Company and the Company Stockholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (v) 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the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material," "Material Adverse Effect," or by stated dollar thresholds in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders each Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing except to the extent that such covenants are qualified by terms such as "material," "Material Adverse Effect," or by stated dollar thresholds in which case Sellers shall have performed and complied with all of such covenants in all respects through the Closing; (viii) the Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i) and (ii) is satisfied in all respects; (iv) no action, suit, 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, ruling or charge would could (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or consummation (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, Target Shares; (D) affect adversely the right of Target to own its assets and to operate the former its businesses or otherwise have a Material Adverse Effect on Target or any of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Sellers; (viv) the Parties Target shall have received procured and provided to Buyer all other authorizations, consents, and approvals of governments and governmental agencies referred to the third party consents specified in Section 5(c); (vii5(b) the Company and the Company Stockholders above, all of which shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion be in form and substance as set forth in Exhibit E attached hereto, addressed satisfactory to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) 7.1.1 the representations and warranties set forth in Section 3 3.1 and Section 4 above shall be true and correct in all material respects at and as of the date hereof and the Closing Date; 7.1.2 Sellers shall have: (ivi) the Company and the Company Stockholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, (ii) delivered or caused to be delivered to Buyer at least three business days before the Closing the Closing Date Balance Sheet, and (iii) paid all costs and expenses of such audit or in accordance with Section 11.12 below caused Brxxx xo pay all cost and expenses of such audit and book such costs and expenses prior to October 31, 1998. 7.1.3 Brxxx xhall have procured all of the third party consents specified in Section 5.2 above, except the consent required from the Ontario Assistive Devices Program; (v) 7.1.4 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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) affect adversely the right of the Surviving Corporation Buyer to own the former assetsBrxxx Xhares and to control Brxxx, or (iv) affect adversely the right of Brxxx xo own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); 26 7.1.5 since October 31, 1998, there shall have occurred no event that has had or could have a material adverse effect on Brxxx, its business, operations, financial condition or prospects and Brxxx xhall have been operated following October 31, 1998 until Closing only in the Ordinary Course of Business; (vi) 7.1.6 the Parties Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7.1.1 - 7.1.5 is satisfied in all respects; 7.1.7 the Sellers shall have delivered to the Buyer stock certificates representing all of the Brxxx Xhares properly endorsed in blank or accompanied by duly executed assignment documents properly endorsed for transfer; 7.1.8 the Parties, including Brxxx, shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c)3.1.2, Section 3.2.3, and Section 4.3 above; (vii) 7.1.9 the Company execution and delivery of the Company Stockholders shall have delivered to Escrow Agreement, substantially in the Buyer a certificate to form of Exhibit "A", the effect that Employment Agreements with Stxxxxx X. Xxxxxxxxxxx xnd Iax X. Xxxxxxxxxxx, substantially in the form of Exhibit "C", the Non-Competition Agreement with each of the conditions specified above Sellers, substantially in Section 6(a)(i)-(vi) is satisfied in all respectsthe form of Exhibit "D", and such other documents and instruments as the Buyer may reasonably require; (viii) this Agreement shall have received the requisite Buyer approval; (ix) 7.1.10 the Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as set forth in Exhibit E "E" attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) 7.1.11 the Sellers shall have delivered to the Buyer the Waiver and Agreement to Terminate the Shareholders Agreement dated December 18, 1993, substantially in the form of Exhibit "F"; and 7.1.12 the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other Brxxx xther than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and; (xi) 7.1.13 all actions to be taken by the Company Stockholders Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) 7.1 if it executes a writing so stating at or prior to the Closing. If the Buyer elects to close prior to satisfaction of the conditions listed above in Sections 7.1.1 - 7.1.13, it shall be deemed to have waived compliance of such conditions.

Conditions to Obligation of the Buyer. The obligation obligations of the Buyer to consummate the transactions to be performed by it in connection with at the Closing is are subject to satisfaction of the following conditions: (i) all representations and warranties of the Seller in this Agreement shall be true and correct when made, except for those representations and warranties which are expressly stated to be made solely as of the date of this Agreement or another specified date, which shall be true and correct solely as of the date of this Agreement or such other specified date; provided, however, that the condition set forth in this Section 7(a)(i) shall be deemed satisfied solely for purposes of determining Buyer's obligation to close the transactions contemplated by this Agreement and not for any other purpose, including, without limitation, modifying or limiting Buyer's rights to indemnification under Sections 6(d) and 8(a)(i), so long as the Merger shall have received the approval failure of the shareholders of the Companysuch representations and warranties to be so true and correct, as described individually or taken together, would not reasonably be expected to result in Section 5(c) abovea Material Adverse Effect; provided, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) further, that the representations and warranties of the Seller set forth in Section 3 above 3(b) shall be true and correct in all respects without regard to the foregoing Material Adverse Effect qualification. For purposes of this Section 7(a)(i), the Parties acknowledge and agree that to the extent that the Company suffers any Adverse Consequences where the amount of loss from such Adverse Consequences exceeds 10% of the Fixed Purchase Price, a Material Adverse Effect shall be deemed to have occurred; (ii) the Seller shall have performed and complied in all material respects with all of its covenants hereunder to be performed or complied with by it prior to or at and as the Closing; (iii) since the date of the Closing Datethis Agreement, there shall not have been or occurred any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; (iv) the Company and the Company Stockholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (v) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate of an executive officer of the Seller to the effect that each of the conditions specified above in Section 6(a)(i)-(viSections 7(a)(i) and 7(a)(ii) is satisfied; (v) no judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or proceedings by or before a Governmental Entity shall have been instituted or threatened or claim or demand made against the Seller or the Company or Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the Buyer shall not be entitled to rely on the failure of this condition to be satisfied in if such action, suit, proceeding, claim, demand, order, injunction, judgment, decree, ruling, writ, assessment or arbitration award was instituted by Buyer or an Affiliate of Buyer. (vi) all respectsapplicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated without the FTC or the Antitrust Division, as applicable, taking any action which has not been terminated or resolved; (vii) the consents of the Telecommunications Regulatory Board and, with respect to the cable television relay service system Licenses and business radio Licenses issued by the FCC to the Company, the FCC to the transactions contemplated hereby shall have become Final Orders without the imposition of any change or condition to the related Franchises or Licenses, other than Limited Changes, by the Telecommunications Regulatory Board or the FCC; (viii) this Agreement the Required Governmental Approvals (other than pursuant to the Xxxx-Xxxxx-Xxxxxx Act, which shall be governed by Section 7(a)(vi) above, and the consents of the Telecommunications Regulatory Board and the FCC, which shall be obtained in accordance with Section 7(a)(vii) above) and the Required Consents shall have received been obtained without any change or condition to the requisite Buyer approvalrelated Contracts and Licenses, other than Limited Changes; (ix) the Seller shall have delivered a duly executed counterpart to the Transition Services Agreement; (x) the Buyer shall have received from counsel to the Company an opinion opinions in form and substance substantially as set forth in Exhibit E attached heretoExhibits X-0, X-0, and B-3 from the Seller's general counsel, FCC counsel, and Puerto Rico counsel, respectively, in each case addressed to the Buyer, Buyer and dated as of the Closing Date; (xxi) the Seller shall have delivered to the Buyer certificates representing all the Company Shares, together with stock powers executed by the Seller in blank; (xii) the Buyer shall have received the resignations, effective as of the Closing, of each director written resignations from all officers and officer directors of the Company; (xiii) the lenders under the Financing Commitment shall be ready, other than those whom willing and able to lend to the Buyer the funds contemplated by the Financing Commitment; provided, however, that the Buyer shall have specified in writing at least five not be entitled to rely on the failure of this condition to be satisfied if this condition is not satisfied solely as a result of a failure of HMTF Fund V Cayman, L. P. or its Affiliates to make the Equity Contribution after all conditions to its obligations to make such Equity Contribution are satisfied (5) business days prior excluding solely the availability of funds under the Financing Commitment if not available due to the Closing; andunavailability of the Equity Contribution) or if Buyer shall have not complied with its covenants and agreements contained in Section 5(i); (xixiv) all actions to be taken Seller shall have provided Buyer with an affidavit of non-foreign status that complies with Section 1445 of the Code; (xv) the Company shall have in excess of 69,000 Equivalent Basic Subscribers as evidenced by the standard monthly billing report for subscribers received or produced by the Company Stockholders in connection the Ordinary Course of Business; (xvi) Seller shall have delivered, or caused to be delivered, to Buyer certificates of good standing as of a recent date with consummation respect to the Company issued by the Secretary of State of the State of Delaware and for each state in which the Company is qualified to do business as a foreign corporation; (xvii) Seller shall have delivered to Buyer a certificate of an executive officer of Seller certifying to true and correct copies of the certificate of incorporation and the by-laws of the Company and certifying to a true and correct copy of the resolutions of Seller approving the transactions contemplated hereby by this Agreement and all certificatesthat such resolutions are in full force and effect; (xviii) Guarantor shall have delivered a duly executed counterpart to the guaranty attached hereto as Exhibit D; (xix) Seller shall have delivered evidence to Buyer that the Contracts set forth on Schedule 7(a)(xix) shall have been assigned to the Company; (xx) Seller shall deliver, opinionsor cause to be delivered to Buyer duly executed counterparts to the (A) Amended and Restated Co-Location and Lease Agreement, instruments(B) Amended and Restated Fiber Optic Trunk Service Agreement, (C) Amended and Restated Centix-Dedicated Internet Bandwidth Transit for ISP's, and (D) Amended and Restated Antenna Site Agreement, each in the forms attached hereto as Exhibit F; (xxi) Seller shall have delivered to Buyer the final signed audited financial statements of the Company for the fiscal year ended May 31, 2004, and such financial statements shall not be materially different, as determined by Buyer in its reasonable discretion, from the financial statements attached hereto as Exhibit E; provided, however, that if Buyer does not notify Seller that such signed audited financial statements are materially different from the financial statements attached hereto as Exhibit E within seven (7) days after receipt thereof, this condition shall be deemed to have been satisfied as of end of such seventh (7th) day and Buyer shall not be entitled to rely on a failure of this condition to be satisfied. (xxii) Seller shall have delivered to Buyer a copy of the information that the Company has delivered to the Telecommunications Regulatory Board pursuant to the Resolution and Order of the Telecommunications Regulatory Board issued to the Company on or about August 25, 2004, together with evidence reasonably satisfactory to Buyer that such information has been delivered to the Telecommunications Regulatory Board in compliance with such Resolution and Order. (xxiii) Seller shall have delivered, or caused to be delivered, to Buyer such other documents required to effect the transactions contemplated hereby will be as Buyer shall reasonably satisfactory in form and substance to the Buyerrequest. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except as a result of changes in Seller's Business directly attributable to the implementation of the Initial Budget attached to the Management Agreement or as a result of any actions taken by Seller at the specific recommendation of Buyer or by Buyer pursuant to the Management Agreement; (ivii) the Company and the Company Stockholders Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, including, if so requested by Buyer and at Buyer's sole expense, causing each of Target and Licensee to merge with and into Buyer or its designee at the Closing; (viii) the Seller, Target and its Subsidiaries shall have procured all of the material third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsTarget Shares and the Licensee Shares and to control the Target and its Subsidiaries, or (D) affect adversely the right of any of the Target and its Subsidiaries to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects; provided, that Seller must certify with respect to clause (iv) above only as to actions, suits or proceedings against Chase, McDugald, Seller, Target or any Subsidiaries; (vi) all applicable waiting periods (and any extensions thereof) under the Parties Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties, the Target, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) the Company relevant parties shall have entered into the Ancillary Agreements and the Company Stockholders same shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above be in Section 6(a)(i)-(vi) is satisfied in all respectsfull force and effect; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an Seller, Chase and McDuxxxx xx opinion in form and substance as set forth in Exhibit E attached heretoreasonably satisfactory to Buyer's counsel, addressed to the Buyer, and dated as of the Closing Date, except such opinion will not need to address the absence of conflicts of this Agreement and the Ancillary Agreements with any agreements, instruments, notes, etc. to which Chase or McDuxxxx xxx parties and which relate specifically to their personal and commercial affairs unrelated to the Business; (xix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the CompanyTarget and its Subsidiaries; (x) there shall not have been any material adverse change in the business, other than those whom Assets, Liabilities, condition (financial or otherwise), operations, results of operations, or future prospects of Target or any of its Subsidiaries since the Buyer shall have specified Balance Sheet Date, except for changes in writing at least five (5) business days prior Seller's Business directly attributable to the Closing; andimplementation of the Initial Budget attached to the Management Agreement or as a result of any actions taken by Seller at the specific recommendation of Buyer or by Buyer pursuant to the Management Agreement; (xi) no event of default shall have occurred under the Management Agreement, the Trademark License, the Non-Circumvention Agreement, the Subordinated Security Agreement or the Guarantees by any party to such agreements (other than the Buyer); (xii) the FCC shall have consented to and approved the change in control of Target and its Subsidiaries (including Licensee) from the Seller to the Buyer, and the application therefor shall have been approved in substantially the form submitted by the parties, with the Buyer deemed qualified to hold C-Block PCS licenses pursuant to Section 24.709 of the FCC's C-Block regulations and eligible for installment financing and bidding credits as a "very small business" under Section 24.720 of the FCC's C-Block regulations, and such consent and approval shall have become a Final Order of the FCC; (xiii) the QUALCOMM Amendment and the QUALCOMM Waiver (as such terms are defined in Section 10(a) below) shall be in full force and effect and no party (other than Buyer) shall be in breach thereof; (xiv) Seller shall have furnished to the Buyer documentation reasonably satisfactory to the Buyer evidencing that all actions employee severance obligations of Target and its Subsidiaries owing or which may become owing in the future have been paid in full or eliminated; (xv) Seller shall have executed, or caused to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby executed, and delivered to Buyer all certificates, opinions, instruments, forms and other documents required from Seller, Target and Licensee to effect enable Buyer to make the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.338(h)

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger Share exchange shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company SharesRequisite Target Stockholder Approval; (ii) the Company Target and the Company Stockholders its Subsidiaries shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Company and the Company Stockholders Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (v) no 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses businesses, and to control the former Subsidiaries of the Company Target, or (D) affect adversely the right of any of the former Subsidiaries of the Target to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);] (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Target shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi6(a)(i)-(v) is satisfied in all respects; (viiivii) this Agreement and the Share exchange shall have received the requisite Buyer approvalRequisite Approval from the Buyer's Board of Directors; (ixviii) the Buyer shall have received from counsel to the Company Target an opinion in form and substance as set forth in Exhibit E attached heretois deemed appropriate by the Buyer's counsel, addressed to the Buyer, and dated Dated as of the Closing Date; (xix) the The Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, Target and its Subsidiaries other than those whom the Buyer shall have specified in writing at least five (5) [five] business days prior to the Closing; ;] and (xix) all actions to be taken by the Company Stockholders Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 5 above shall be true and correct in all material respects at and as of the Closing Date, provided, however, that this condition will be deemed not to have been met only where the breach of such representation(s) and/or warranty(ies), individually or in the aggregate, would have a material adverse effect on either (A) the financial condition and/or operation of the Vision Centers, or (B) the ability of the Parties to consummate the Contemplated Transactions, or (C) the Acquired Assets; (ivii) the Company and the Company Stockholders each Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (viii) no action, suit, or proceeding there shall not 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 in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Contemplated Transactions; (viiv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders each Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi8(a)(i)(iii) is satisfied in all respects; (v) subject to Section 8(c), all consents and approvals for the consummation of the sale of the Acquired Assets required under the terms of any note, bond, indenture, contract or other agreement to which any Seller is a party shall have been obtained, unless the failure to obtain such consents and approvals would not, in the aggregate, reasonably be expected to have a material adverse effect on the Vision Centers taken as a whole or the Acquired Assets; (vi) on or before March 19, 2001, the Bankruptcy Court shall have entered the Bid Procedures Order; (vii) on or before April 16, 2001, the Bankruptcy Court shall have entered the Sale Order and the Assumption Order, which shall not be subject to any stay and shall not have been modified, vacated or reversed in any manner (provided, however, that it shall not be a condition of the Closing that the Sale Order approve the Facility Sublease); (viii) on or before the date of this Agreement Agreement, F&L and the Buyer shall have received executed the requisite Buyer approvalProCare Agreement; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Seller Closing DateDocuments; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby Contemplated Transactions and all certificates, opinions, instruments, orders, and other documents required to effect the transactions contemplated hereby Contemplated Transactions will be reasonably satisfactory in form and substance to the Buyer; and (xi) Due and proper notice of the motion for the Sale Order and the relief sought therein and provided in the Sale Order, in form reasonably satisfactory to the Buyer (except that any publication of such notice shall be made only at the request and the expense of the Buyer; provided, however, that publication notice expressly required by the Bankruptcy Court shall be at Sellers' expense), shall have been provided by the Sellers to creditors and parties-in-interest, consistent with the requirements of the Bankruptcy Code. The Buyer may waive any condition specified in this Section 6(a8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; Date (ivexcept for representations and warranties that expressly speak only as of a specific date which need only be true and correct as of such date) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Affect; (ii) the Company and the Company Stockholders Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; ; (viii) the Seller Entities shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 6(a)(i) and (ii) is satisfied in all respects; (iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Section 5(b) refers or relates, or any Shared Claim) 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 or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Company, or (D) materially and adversely affect the right of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); ; (viv) the Parties and the Company shall have received all other of the authorizations, consents, and approvals of governments and governmental agencies referred third parties as set forth in Exhibit D (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to in Section 5(c); the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval; (viivi) the Company and the Company Stockholders Seller shall have delivered to the Buyer on or before the Closing Date a certificate to the effect that each non-foreign person affidavit as required by Section 1445 of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; Code; (viii) this Agreement shall have received the requisite Buyer approval; (ixvii) the Buyer shall will have received from counsel (A) UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed other than those acceptable to the BuyerBuyer in its reasonable discretion, and dated as of (B) evidence that the Closing Date; Security Agreement and the Bank Guarantee have been terminated; (xviii) the Buyer shall have received the resignationscurrent updated corporate record book, effective as of the Closingincluding without limitation, of each director bylaws, stock transfer ledger, minutes, resolutions, consents, and officer all other corporate documents of the Company, other than those whom ; 27 (ix) the Construction Management Agreement shall have been terminated on terms mutually agreeable by the Buyer and the Seller, and the parties shall have specified executed mutual releases in writing at least five connection with such termination; and (5) business days prior to the Closing; and (xix) all actions to be taken by the Company Stockholders Seller Entities 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 reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes and delivers a writing so stating at or prior to the Closing.. (b)

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it perform its obligations in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iiiA) the representations and warranties set forth in Section 3 above Article II of this Agreement and the other Transaction Documents shall be true and correct in all material respects at and as of the Closing Date; (ivB) the Company and the Company Stockholders Borough shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (vC) no action, suit, or proceeding there shall not 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 in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of Agreement and the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Transaction Documents; (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ixD) the Buyer shall have received secured from counsel to the Company an opinion in form Borough, the BPU, NJDEP, and substance as set forth in Exhibit E attached heretoall other applicable governmental and quasi-governmental entities, addressed all authorizations and approvals required for the transfer of the Wastewater System to the Buyer, including but not limited to the NJDEP Permits, if necessary (the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and dated to do so as of expeditiously as reasonably possible. In connection with the Closing Date; (x) Approvals, the Buyer shall have received deliver to the resignationsBorough or cause to be delivered to the Borough, effective as through addition(s) to the applicable service list(s), copies of all correspondences to and from the Closing, of each director and officer of the Company, other than those bodies with whom the Buyer shall applications have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby been filed or will be reasonably satisfactory filed. The Borough covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in form the Buyer's efforts to obtain the Approvals and substance to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer may waive shall immediately notify the Borough in writing of any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closingdeterminations made by any authority considering any application.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above Sections 2 and 4 of this Agreement shall be true and correct; provided that a failure of a representation or warranty to be true and correct shall not be a condition to the Buyer's obligation to close if (a) such failure (or all such failures, in the aggregate) does not have a material adverse effect upon the Company, Broadcasting, or their assets taken as a whole at and as of the Closing Date (after considering any indemnification provided by Seller, whether made under this Agreement or otherwise); or (b) such failure is as a direct result of any action of the Buyer, under the Local Marketing Agreement or otherwise; (ii) the Seller and the Company shall have performed and complied with all of their covenants hereunder; provided that a breach of a covenant shall not be a condition if such breach (or all such breaches, in the aggregate) does not have a material respects adverse effect upon the Company, Broadcasting or their assets taken as a whole at and as of the Closing Date; (iviii) the Company Seller and the Company Stockholders shall have performed and complied with assisted the Buyer in procuring all of their covenants hereunder the third party consents specified in all material respects through SECTION 5(C) above and the Closingtitle insurance commitments and endorsements, surveys and Phase I environmental site assessments described in SECTIONS 5(K) THROUGH 5(M) above (provided, however, that this condition shall be satisfied or deemed waived if not obtained on or prior to thirty (30) days after execution of this Agreement); (viv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein there is reasonably likely to be rendered or before any arbitrator wherein issued an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsown, and to operate the former businesses of operate, or control the Company Shares, the Company or the Stations (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (v) the Seller shall have delivered to the Buyer a certificate (without qualification as to Knowledge or materiality or otherwise except as explicitly provided in the relevant Section of the Agreement) warranting that each of the conditions specified above in SECTIONS 6(A)(I)-(IV) are satisfied in all respects; (vi) the Parties Transfer Applications shall have been approved by a Final Order of the FCC; the applicable waiting period, including any extensions thereof, under the HSR Act shall have expired or been terminated; and the Buyer shall have received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies referred to set forth in Section 5(c)the Disclosure Schedule; (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company Seller an opinion in form and substance as with respect to the legal matters set forth in Exhibit E D attached hereto, addressed to the Buyer, Buyer and dated as of the Closing Date; (viii) the officers and directors of the Company and Broadcasting shall have tendered written confirmation of their resignation of service by and for the Company and repaid or satisfied all Liabilities to the Company and all shall have released the Company of all Liabilities; (ix) the Seller and the Company shall have paid or obtained the release of all Liabilities of the Company and Broadcasting existing at the Closing Date including, but not limited to, indebtedness for borrowed money and trade accounts payable (as described in SCHEDULE 6(A) in the Disclosure Schedule) and all Liabilities to the Seller, but as to trade accounts payable only those trade accounts payable existing as of the execution of this Agreement; (x) the Buyer sole assets of the Company shall consist of Broadcasting and an interest as a general partner in Montgomery Towers Partners, an Alabama General Partnership, and as described in SECTION 6(A) of the Disclosure Schedule, the stock of Broadcasting Subsidiaries shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior been distributed to the Closing; andSeller. (xi) all actions to be taken by the Company Stockholders Parties shall have entered into the Tax Escrow Agreement as described in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerSection 1(b) above. The Buyer may waive any condition specified in this Section 6(aSECTION 6(A) if it executes a writing so stating at or prior to the ClosingClosing as described in SCHEDULE 6(A) of the Disclosure Schedule.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 §3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller shall have performed and complied with all of their his covenants hereunder in all material respects through as of the ClosingClosing Date; (viii) the Company shall have procured all of the third-party consents specified in §5(b) above, if any are required; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Company, or (D) affect adversely the right of any of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate to the effect (a) that each of the conditions specified above in Section 6(a)(i)-(vi§6(a)(i)-(iv) is satisfied in all respectsrespects and (b) that the Seller has caused all of the agreements specified in §4(p)(iii) above to be transferred to Progressive Transfer Corp., which is solely owned by the Seller, simultaneously with the Closing; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xvi) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, Company other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; (vii) the Buyer shall have provided to Seller proof that Buyer has obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company after the Closing; and (xiviii) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect affect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. . (ix) the Company and the Seller shall have obtained and delivered to the Buyer (i) a written consent for the assignment of each of the Leases, and, if requested by the Buyer's lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease in form and substance satisfactory to the Buyer and the Buyer's lender and (ii) a lease agreement, in a form to be mutually agreed upon by the Buyer and the Seller, for the building located at 1000 Xxxxxx Xxxxxxxx Road, Suite 100, Salt Lake City, UT 84117; The Buyer may waive any condition specified in this Section §6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 ss.3 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (viii) the Sellers shall have procured all of the third party consents specified in Schedule 7(a)(iii) and any other documents, instruments or agreements requested by the Buyer; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsSeller Shares and to control the Company, or (D) affect adversely the right of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viiivi) this Agreement the relevant parties shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion entered into side agreements in form and substance as set forth in Exhibit E Exhibits ___ attached hereto, addressed to hereto and the Buyer, same shall be in full force and dated as of the Closing Dateeffect; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xivii) all actions to be taken by the Company Stockholders Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a. (a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section §3 and 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their the covenants hereunder in all material respects through the Closing; (viii) the Sellers and Central shall have procured all of the material third party consents specified in §6(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsAcquired Assets or the Central Shares, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)any Target; (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi§8(a)(i)-(iv) is satisfied in all respects; (viiivi) this Agreement the Sellers and Central and the Buyer shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in §3(c), §4(c) and §5(c) above (including, without limitation, approval of the requisite Buyer approvalU.S. Surface Transportation Board); (ixvii) the Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as set forth in Exhibit E I attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xiviii) all actions to be taken by the Company Stockholders Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. (ix) [intentionally deleted] (x) [intentionally deleted] (xi) with respect to any Material Leased Real Property located outside the United States, the Sellers, at the Sellers’ cost and expense, shall provide the Buyer with an equivalent form of title assurance in accordance with local custom reasonably satisfactory to the Buyer for each parcel of such Material Leased Real Property; (xii) the Stockholders shall have delivered evidence reasonably satisfactory to the Buyer that all Indebtedness of the Targets has been paid in full (other than any Indebtedness that is an Assumed Liability and any Indebtedness due from a Target to another Target or a Stockholder), and that there are no Liens, claims or other encumbrances against any Acquired Assets; (xiii) the Sellers and Central shall have obtained and delivered to Buyer a written consent for the assignment of each of the Leases (or in the case of any Lease to which Central is a party, a waiver of any change in control or similar provision set forth in such Lease), and, if requested by the Buyer’s lender in connection with any Material Leased Real Property, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to the Buyer and the Buyer’s lender; (xiv) the Sellers and Central shall have obtained and delivered to the Buyer an estoppel certificate with respect to each of the Leases, dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to the Buyer (the “Estoppel Certificates”); (xv) the Sellers and Central shall deliver to the Buyer such non-foreign affidavits dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code so that the Buyer is exempt from withholding any portion of the Purchase Price thereunder (the “FIRPTA Affidavit”); (xvi) no damage or destruction or other change has occurred with respect to any of the Leased Real Property or any portion thereof that, individually or in the aggregate, would have a material adverse effect on the use or occupancy of the Leased Real Property or the operation of the business of the Targets; (xvii) the Buyer shall have obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the acquired businesses after the Closing; (xviii) the Stockholders shall have delivered evidence reasonably satisfactory to the Buyer that (1) the ownership of and signatory authority over the bank accounts set forth on Exhibit J (collectively, the “Transferred Accounts”) and Cash contained therein will be properly transferred to the Buyer or its designees on the Closing Date and (2) the Transferred Accounts and Cash contained therein will be transferred free of any Liens, claims, encumbrances, overdrafts or other liabilities; (xix) Stockholders shall have delivered to the Buyer a warranty xxxx of sale in form reasonably satisfactory to the Buyer transferring all right, title and interest in and to all assets leased to any Target and any other assets or rights owned by the Stockholders (other than Excluded Assets) and used in the business of any Target. Such xxxx of sale shall contain a warranty that that all such assets and rights are free and clear of Liens, other than any Liens secured only by Assumed Liabilities; and (xx) the Buyer shall have, each at the Buyer’s option, in its sole and absolute discretion and in form and substance satisfactory to the Buyer, either (A) assumed the Targets’ existing collective bargaining agreements with the unions representing certain employees of the Targets (collectively, the “Unions”), or, (B) entered into new collective bargaining agreements with the Unions, or (C) assumed certain of the Targets’ existing collective bargaining agreements with the Unions and entered into certain new collective bargaining agreements with the Unions. In addition to the foregoing, (1) the Unions shall have consented to the transactions contemplated by this Agreement if necessary or desired by the Buyer and (2) the Buyer shall be satisfied, in its sole and absolute discretion, that the Buyer’s relationship with the Unions will continue to be satisfactory to the Buyer on and after the Closing Date. The Buyer may waive any condition specified in this Section 6(a§8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) i. the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (iv) ii. the Company and the Company Stockholders Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (viii. the Seller shall have procured all of the third party consents specified in Section 5(b) above; iv. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsSeller's Company Shares and to control the Company and its Subsidiaries, or (D) affect adversely the right of any of the Company or its Subsidiaries to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); v. no material adverse change shall have occurred in the condition, financial or otherwise, of the Company or its Subsidiaries since the dated of the Most Recent Financial Statements; vi. the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; vii. all applicable waiting periods (viand any extensions thereof) under the Parties Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties, the Company and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) . the Buyer shall have received from counsel to the Company Seller an opinion in form and substance as set forth in Exhibit E C attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) ix. the Buyer and the Seller shall have received entered into an Employment Agreement in the resignations, effective as form of Exhibit D hereto; x. the Closing, closing under the Stock Purchase Agreement of each director and officer of the Company, other than those whom even date herewith between the Buyer and Xxxxxxx Xxxxxx (the "Xxxxxx Purchase Agreement") shall have specified in writing at least five (5) business days prior to occurred or shall occur simultaneously with the ClosingClosing hereunder; and (xi) . all actions to be taken by the Seller and the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller shall have performed and complied with all of their its covenants and agreements hereunder in all material respects through the Closing; (viii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsPartnership Interests, or (D) affect adversely the right of the Seller or Buyer to own its respective assets and to operate the former its respective businesses of the Company and acquire additional businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a)(i)-(iii) is satisfied in all respects; (v) immediately prior to the Closing the Seller shall have assigned to FAS its 20% limited partnership interest in Hexcore ("Hexcore Interest") pursuant to an Assignment and Assumption of Hexcore Partnership Interest Agreement, in a form reasonably satisfactory to Buyer and Buyer's counsel, and Seller shall have delivered a fully executed copy thereof, which assignment shall have been consented to in writing by Engelhard; (vi) the Seller shall have delivered to Buyer an executed Assignment and Assumption of FAS Partnership Interest Agreement transferring the Partnership Interests to Buyer in a form reasonably satisfactory to Buyer and Buyer's counsel, which assignment shall have been consented to in writing by Engelhard; (vii) Seller shall have delivered to Buyer an executed Admission of Partner/Amendment to Partnership Agreement evidencing the admission of Buyer to FAS as a general partner and a limited partner in FAS, and Seller's withdrawal as a general partner of FAS, in a form reasonably satisfactory to Buyer and Buyer's counsel, which agreement shall be acknowledged in writing by Engelhard; (viii) this Agreement prior to or simultaneous with the Closing of the Transaction contemplated hereby, Engelhard shall have received entered into a legally binding agreement with FAS in accordance with the requisite terms of that certain letter agreement dated June 12, 1998, as amended by a letter agreement dated September 2, 1998 (the "Engelhard Letter Agreement"), the terms of which have been disclosed by the principals of Buyer approvalto Seller and ICC; (ix) the Buyer Buyer's Members and each of Seller's and ICC's Board of Directors and Seller's sole stockholder, ICC shall have received from counsel to approved the Company an opinion in form and substance as transactions set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Dateherein; (x) an opinion of Seller's counsel that all approvals legally required to be obtained by Seller to consummate the Buyer shall Transaction contemplated hereby have received the resignationsbeen obtained, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified which opinion is in writing at least five (5) business days prior a form reasonably satisfactory to the ClosingBuyer's counsel; and (xi) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (viii) no action, suit, or proceeding (other than any action, suit or proceeding to which Sections 5(b) or 7(a)(v) refer or relate) 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 or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Company, or (D) materially and adversely affect the right of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a) (i) - (iii) is satisfied in all respects; (viiiv) this Agreement the Parties and the Company shall have received all of the requisite authorizations, consents, and approvals of governments and governmental agencies pursuant to the HSR Act and as set forth in Section 7(a)(v) of the Disclosure Schedule (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval; (ixvi) Any Person required in connection with the transactions contemplated hereby to file a notification and report form in compliance with the HSR Act shall have filed such form. (vii) the Buyer shall have received from counsel to the Company Seller an opinion in form and substance as set forth in Exhibit E B attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xviii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (ix) the Buyer shall have received the current updated corporate record book, including without limitation the Company bylaws, stock transfer ledger, minutes, resolutions, consents, and all other corporate documents; and (x) the Seller Entities shall have caused the Company to transfer all of the Divested Items to the Seller. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (viii) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, Shares and to operate the former businesses of the Company control OGAC, or (D) have a Material Adverse Effect (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) OGAC shall have no long term liabilities other than rent obligations under the real property leases set forth on Section 4(l)(ii) of the Disclosure Schedule which are not yet due and payable; (v) OGAC's Current Assets shall be greater than or equal to its Current Liabilities; (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a)(i)-(v) is satisfied in all respects; (viiivii) this Agreement the Parties and OGAC shall have received all material authorizations, consents, and approvals of governments, governmental agencies and other third parties referred to in Section 5(b) above; (viii) the requisite Buyer approvalrelevant parties shall have entered into and delivered the Employment Agreement substantially in form and substance as set forth in Exhibit B attached hereto (the "Employment Agreement") and the same shall be in full force and effect; (ix) the relevant parties shall have entered into and delivered the Voting Agreement substantially in form and substance as set forth in Exhibit C attached hereto (the "Voting Agreement") and the same shall be in full force and effect; (x) the relevant parties shall have entered into and delivered the Shareholders Agreement substantially in form and substance as set forth in Exhibit D attached hereto (the "Shareholders Agreement") and the same shall be in full force and effect; (xi) The board of directors and shareholders of OGAC shall have adopted The Oil & Gas Asset Clearinghouse, Inc. 1999 Equity Incentive Plan substantially in form and substance as set forth in Exhibit E attached hereto (the "Stock Option Plan") and the same shall be in full force and effect; (xii) the Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as set forth in Exhibit E G attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xxiii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, OGAC other than those whom the Buyer Sellers' Representative; (xiv) the relevant parties shall have specified in writing at least five (5) business days prior to entered into and delivered the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation Release of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Claims substantially in form and substance to as set forth in Exhibit I attached hereto (the Buyer. The Buyer may waive any condition specified "Release") and the same shall be in this Section 6(a) if it executes a writing so stating at or prior to the Closing.full force and effect;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above 4 shall be true and correct in all material respects at and as of the Closing DateDate (for purposes of this Section, any representation or warranty that is qualified by a materiality standard shall be read without regards to any such qualification as if such qualification were not contained herein); (ivii) the Company and the Company Stockholders shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) the Stockholders shall have procured all of the third party consents specified in Section 5(b) which, if not obtained, individually or in the aggregate would have a Material Adverse Effect; (iv) from the date of this Agreement to the Closing, there shall not have occurred any event, change, effect, act, discovery, or occurrence (or any combination of the forgoing) (whether or not referred to or described herein or in any exhibit or schedule hereto) that individually or in the aggregate would have, or would reasonably be expected to have, a Material Adverse Effect; (v) no action, suit, or proceeding 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to control the Company and the Related Companies, or (D) affect adversely the right of any of the Company and the Related Companies to own the former assets, their respective assets and to operate the former their respective businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Parties Stockholders shall have received delivered to the Buyer (A) a certificate of the Representative to the effect that each of the conditions specified in Section 7(a)(i)-(iv) is satisfied in all other material respects and that, to the Knowledge of the Representative, no contingency of the type referred to in Section 7(a)(v) has occurred or is threatened; and (B) a certificate signed by the chief executive officer and the chief financial officer of the Company certifying that, as of the Closing Date, the Company has working capital adequate for its operations in the Ordinary Course of Business; (vii) the Stockholders shall have obtained all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c4(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement each of the Stockholders, the Company and the Related Companies shall have received executed a mutual release agreement releasing one another from any and all claims each has against the requisite Buyer approvalother for any intercompany receivables, payables or other intercompany obligations of either to the other; (ix) the Buyer shall have received a fairness opinion from counsel Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisor, Inc. regarding the transactions contemplated by this Agreement, in form and substance satisfactory to the Company Buyer; (x) each of the Investing Stockholders shall have executed and delivered a Subscription Agreement, and each of them who is also an Escrow Stockholder shall have executed a stock power for delivery to the Escrow Agent together with the share certificate(s) evidencing such Stockholder's Escrow Shares; (xi) the closing of the Offering shall have occurred prior to or concurrently with the Closing; (xii) the Buyer shall have received from Xxxxxx Xxxxxxx Barer an opinion substantially in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xixiii) all actions to be taken by the Stockholders and the Company Stockholders in connection with the consummation of the transactions contemplated hereby by this Agreement and all certificates, opinions, instruments, instruments and other documents reasonably required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. ; The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it perform its obligations in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iiiA) the representations and warranties set forth in Section 3 above Article II of this Agreement and the other Transaction Documents shall be true and correct in all material respects at and as of the Closing Date; (ivB) the Company and the Company Stockholders Township shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (vC) no action, suit, or proceeding there shall not 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 in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of Agreement and the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);Transaction Documents; and (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ixD) the Buyer shall have received secured from counsel to the Company an opinion in form Township, the BPU, NJDEP, and substance as set forth in Exhibit E attached heretoall other applicable Governmental Authorities and quasi-governmental entities, addressed all authorizations and Permits required for the transfer of the Wastewater System to the Buyer, including but not limited to the NJDEP Permits, if necessary (the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and dated to do so as of expeditiously as reasonably possible. In connection with the Closing Date; (x) Approvals, the Buyer shall have received deliver to the resignationsTownship or cause to be delivered to the Township, effective as through addition(s) to the applicable service list(s), copies of all correspondences to and from the Closing, of each director and officer of the Company, other than those bodies with whom the Buyer shall applications have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby been filed or will be reasonably satisfactory filed. The Township covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in form the Buyer’s efforts to obtain the Approvals and substance to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer may waive shall immediately notify the Township in writing of any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closingdeterminations made by any authority considering any application.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 ss.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (viii) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsTarget Shares and to control the Target, or (D) affect adversely the right of the Target to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) except for Xxxxxx X. Kitchen and Xxxxx Xxxxxxxx, to the Seller's knowledge no director, officer, employee, or agent of the Target or the Seller has entered into any agreement or made other commitment, including any oral commitment, on behalf of the Target. (v) the Target has no Liability to Leopold Management, and, to Seller's Knowledge, except for Liabilities that may arise under this Agreement, no Liability to the Seller or any Affiliate or Subsidiary of the Seller. (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(viss.7(a)(i)-(v) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ixvii) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignationsterminated, effective as of the Closing, of each director and officer of the Company, Target other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xiviii) all actions to be taken by the Company Stockholders in connection with consummation each of the transactions contemplated hereby Parties shall have entered into a Settlement and all certificatesMutual Release Agreement, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably in a form satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(aParties. (a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, Requisite Stockholder Approval and the number of Dissenting Shares shall not exceed five three percent (53%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders its Subsidiaries shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 and Section 3A above shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects at and as of the Closing DateDate without giving effect to any supplement to the Disclosure Schedule; (iv) each of the Company Company, each member of the Management Group and the Company Stockholders each Consenting Stockholder shall have performed and complied with all of their its covenants hereunder and under each other Related Agreement in all material respects through the Closing; (v) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetscapital stock of the Surviving Corporation and to control the Surviving Corporation and its Subsidiaries, or (D) affect adversely the right of any of the Surviving Corporation and its Subsidiaries to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) no Material Adverse Effect on the Parties Company or any of its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c)occurred since the Reference Date; (vii) as of the Closing Date, (A) the Net Worth of the Company and shall be at least $12,500,000, (B) the Net Working Capital of the Company Stockholders shall be at least $2,000,000, (C) Total Funded Indebtedness of the Company shall be no more than $5,700,000, and (D) Cash and Cash Equivalents of the Company shall be at least $1,000,000, in each case prior to and without making provision for the payment or accrual of expenses of the Company relating to the transactions contemplated by the Related Agreements and determined based upon the Company's internal financial statements as of the end of the four week accounting period preceding the Closing Date; (viii) the Company shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi6(a)(i)-(vii) is satisfied in all respects; (viiiix) this Agreement all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parties shall have received the requisite Buyer approvalall other authorizations, consents, and approvals of Governmental Authorities referred to in Section 3(d) and Section 4(d) above; (ixx) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xxi) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, Company and its Subsidiaries other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and; (xixii) the Buyer (or the Company) shall have obtained all of the financing it will require in order to consummate the Merger and fund the working capital needs of the Surviving Corporation and its Subsidiaries after the Closing on terms and conditions substantially in accordance with the Financing Commitments and reasonably satisfactory to the Buyer; (xiii) the Consenting Stockholders, the Company, the Management Group and each other Person who is a party thereto (other than the Buyer and the Fleet Entities) shall have executed and delivered each of the Related Agreements to which it is a party to the Buyer and each of the obligations contemplated thereby to be performed by the Consenting Stockholders, the Company or any such other Person on or prior to the Effective Time shall have been performed; (xiv) the Buyer shall have received adequate assurances satisfactory to it in all respects as to the condition of the following three properties: 10620 Xxxxxxxx Xxxxxx, Harrxxxx, Xxio, Fishinger Boulevard, Hilliard, Ohio, and Powexx Xxxd, Delaware, Ohio relating to Environmental Requirements provided that unless the Buyer shall have given written notice to the Company on or prior to December 26, 1997 that this condition shall not have been satisfied, this condition shall be deemed waived as of such date; 42 49 (xv) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) i. the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (iv) ii. the Company and the Company Stockholders Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (viii. the Seller shall have procured all of the third party consents specified in Section 5(b) above; iv. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsSeller's Company Shares and to control the Company and its Subsidiaries, or (D) affect adversely the right of any of the Company or its Subsidiaries to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); v. no material adverse change shall have occurred in the condition, financial or otherwise, of the Company or its Subsidiaries since the dated of the Most Recent Financial Statements; vi. the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; vii. all applicable waiting periods (viand any extensions thereof) under the Parties Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties, the Company and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) . the Buyer shall have received from counsel to the Company Seller an opinion in form and substance as set forth in Exhibit E B attached hereto, addressed to the Buyer, and dated as of the Closing Date; ix. the closing under the Stock Purchase Agreement of even date herewith between the Buyer and Xxxxxxx Xxxxxxxxx (xthe "Xxxxxxxxx Purchase Agreement") shall have occurred or shall occur simultaneously with the Closing hereunder, and the Buyer and Xx. Xxxxxxxxx shall have entered into the Employment Agreement described in the Xxxxxxxxx Purchase Agreement; x. the Buyer shall have received the resignationsresignation, effective as of the ClosingNovember 27, 1998, of each the Seller in his capacity as a director and officer of the Company and its Subsidiaries; xi. the Seller and the Company shall have terminated any and all employment agreements or arrangements between them, and the Seller shall have entered into a waiver and release of all claims of the Seller against the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior whether arising under such employment agreements or arrangements, with respect to the Closingcommissions or overrides, or otherwise; and (xi) xii. all actions to be taken by the Seller and the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, 25 opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing DateDate (except for representations and warranties that expressly speak only as of a specific date or time which need only be true and correct as of such date or time) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ivii) the Company and the Company Stockholders Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (viii) the Seller Entities shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a) (i) - (ii) is satisfied in all respects; (iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Sections 5(b) or 7(a)(v) refer or relate) 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 or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Companies, or (D) materially and adversely affect the right of any Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties and the Companies shall have received all other of the authorizations, consents, and approvals of governments and governmental agencies referred to as set forth in Section 5(c7(a)(v) of the Disclosure Schedule (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s material breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval; (vi) the Seller shall have delivered to the Buyer on or before the Closing Date a non-foreign person affidavit as required by Section 1445 of the Code; (vii) the Company Buyer will have received (A) UCC, judgment lien and tax lien searches with respect to the Company Stockholders shall have delivered Companies, the results of which indicate no liens on the assets of the Companies other than (I) Security Interests pursuant to the GE Agreements and (II) those acceptable to the Buyer a certificate to the effect in its reasonable discretion, and (B) evidence that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respectsSecurity Agreements and each of the Bank Guarantees has been terminated; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders Seller Entities 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 reasonably satisfactory in form and substance to the Buyer; (ix) the Buyer shall have received the current updated corporate record book, including without limitation, bylaws, stock transfer ledger, minutes, resolutions, consents, and all other corporate documents of each Company; (x) the Buyer shall have received an opinion, addressed to it and dated the Closing Date, from Xxxxxx and Xxxx LLP, counsel to the Seller Entities, in form and substance reasonably satisfactory to Buyer; (xi) the Buyer shall have obtained on terms and conditions reasonably satisfactory to the Buyer all of the financing that the Buyer requires to consummate the transactions contemplated by this Agreement and to fund the working capital requirements of the Companies after the Closing; and (xii) the Seller shall have delivered to the Buyer resignations of each of the directors and officers of the Companies, other than those directors and officers the Buyer has directed in writing to the Seller are not required to submit their resignation. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes and delivers a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their covenants hereunder in all material Material respects through the Closing; (viii) WPC shall have procured all necessary third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsown, and to operate the former businesses of the Company operate, or control WPC Shares or WPC (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a)(i)-(iv) is satisfied in all respects; (viiivi) this Agreement the acquisition by the Buyer of WPC Shares shall represent one hundred percent (100%) of the issued and outstanding capital stock of WPC and all of such WPC Shares shall be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever; (vii) the Parties and WPC shall have received all other authorizations, consents and approvals of governments and governmental agencies set forth herein and in the requisite Disclosure Schedule; (viii) the Buyer approvaland WPC shall have received from each of the persons listed on Annex IV (including Messrs. Zahoxx, Xxrcxxx xxx Maddxx) (the "KEY EMPLOYEES") an executed employment agreement in the form and substance satisfactory to Buyer; (ix) the Buyer and WPC shall have received from each of the Sellers an executed Noncompete Agreement in the form and substance attached hereto as Exhibit C. (x) the Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as with respect to the matters set forth in Exhibit E D attached hereto, addressed to the Buyer, Buyer and dated as of the Closing Date; (xxi) the Buyer shall have received the resignations, effective as of the Closing, of each director of WPC (other than Zahoxx) xxior to the Closing; (xii) the Buyer shall be satisfied that the Net Working Capital of WPC on the Closing Date equaled or exceeded $565,000 or an appropriate adjustment shall have been made to the Purchase Price as provided in Section 2(e); (xiii) the Buyer shall be satisfied in its sole discretion with the results of its continuing legal, financial and officer business due diligence investigations of WPC, all of which shall be final and completed to Buyer's satisfaction prior to Closing; (xiv) no material adverse change shall have occurred in WPC's Business or its future prospects; (xv) Sellers shall have caused WPC to cancel each outstanding phantom stock, deferred bonus or option plan, if any, and all outstanding WPC Options shall have been canceled pursuant to the Option Cancellation Agreements in the forms of Exhibits B-1 and B-2 hereto, all at no cost to the Buyer or WPC; (xvi) all liens and Security Interests securing debts of WPC which have been paid in full prior to or at the Closing shall have been fully released of record to the satisfaction of the CompanyBuyer and all Uniform Commercial Code financing statements covering such debts shall have been terminated; (xvii) no unsatisfied liens for the failure to pay Taxes of any nature whatsoever shall exist against WPC, or against or in any way affecting any WPC Share; (xviii) the Sellers shall and WPC shall have caused all of WPC's officers, directors and/or Key Employees of WPC to, have repaid in full all debts and other than those whom obligations, if any, owed to WPC; (xix) the Buyer shall have specified in writing at least five received from WPC the Financial Statements; (5xx) business days prior all appropriate corporate and shareholder authorizations of WPC shall have been obtained; (xxi) since December 31, 1996, WPC shall have made no dividend, consulting or other payment to the Sellers, except for normal payments to the Sellers to cover their federal and state income tax obligations as calculated on an accrual basis for income tax purposes, but not to exceed the accrued earnings generated for the period January 1, 1997 through the date of Closing, and to Sellers for their employment salaries (not to exceed current compensation); (xxii) except as set forth on the Disclosure Schedule, since December 31, 1996, WPC shall not have transferred, conveyed, disposed of and/or sold any of Material assets, except in the Ordinary Course of Business; (xxiii) except for capital expenditures related to the relocation of the principal office of WPC (an estimate of which is set forth on the Disclosure Schedule), since December 31, 1996, WPC, without the prior written consent of Buyer, shall not have made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 individually or $200,000 in the aggregate, or outside the Ordinary Course of Business; (xxiv) WPC's Adjusted EBIT for the twelve (12) month period ended November 30, 1997 shall equal and/or exceed $600,000; and (xixxv) all actions to Intellectual Property created or developed by any Seller and any other current employee of WPC that has been used historically by WPC or is being used currently by WPC shall be taken one hundred percent (100%) owned by the Company Stockholders in connection with consummation WPC as of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerClosing Date. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing. If the Closing occurs, Buyer shall be deemed to have waived any unsatisfied condition to its obligations hereunder.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing on the Closing Date is subject to satisfaction of the following conditionsconditions on or before May 1, 2001: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 ss.3 above shall be true correct and correct complete in all material respects at and as of the Closing Date, except as set forth on the Disclosure Schedule; (ivii) the Company and the Company Stockholders Target shall have performed and complied with all of their its covenants hereunder hereunder, including the Pre-Closing Covenants set forth in ss.5 above, in all material respects through the Closing; (viii) no action, suit, or proceeding commenced by a Person other than Buyer or its Affiliates shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, and Acquired Assets or to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Business; (viiv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Target shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(viss.(7)(a)(i)-(iii) is satisfied in all respects; (v) the Target shall have executed and delivered each of an Assignment and Bill of Sale, an Assignment of Intellectual Property and an Assignxxxx of Domain Name, in substantially the forms attached hereto as Exhibit A-1, Exhibit A-2 and Exhibit A-3, respectively. (vi) xxx Xxxxxx xxxxx xxve executed and delivered a termination of that certain agreement, dated December 20, 1994, between Preferred Rx, Inc. and Target (the "1994 Agreement"), and general release of liability with respect to the parties relationship prior to the Closing (except for any liability with respect to the transactions contemplated by this Agreement), in substantially the form attached hereto as Exhibit B (the "Termination Letter"); (vii) the Target shall have executed and delivered each of a License Agreement substantially in the form of Exhibit C-1 attached hereto, pursuant to which Buyer grants to Target a non-exclusive royalty-free license to use the names "CPS" and "Community Prescription Service" (the "CPS License Agreement") and a Content License Agreement substantially in the form of Exhibit C-2 attached hereto; (viii) this Agreement the Target shall have received presented evidence that it has delivered appropriate documentation to the requisite Buyer approval;State of Delaware in order to change its corporate name from Community Prescription Service, Inc. to "Community Capital Partners, Inc." (ix) the Buyer Target shall have received from counsel paid to the Company an opinion in form and substance as Buyer that amount set forth in Exhibit E attached heretothe letter from Buyer to Target, addressed to the Buyer, and dated as of the Closing Date;date hereof, relating to certain amounts owed by Target to Buyer. (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(aa) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the The representations and warranties set forth in Section 3 2 above shall be true and correct in all material respects at and as of the Closing Date;. (ivii) the Company and the Company Stockholders The Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;. (viii) no The Seller shall have procured any third party consents required for the sale of the Shares. (iv) No action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, and to operate the former businesses of the Company Shares. (and no such injunction, judgment, order, decree, ruling, or charge v) The Seller shall be prepared to deliver the certificates and documents in effect);the form and executed as required by this Agreement. (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all All actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby by this Agreement, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby hereby, will be reasonably satisfactory in form and substance to the Buyer. (vii) The Closing of the Related Transactions shall have occurred. (viii) Neither the Company nor the Principal Shareholder shall be in breach under the terms and conditions of any of the Stock Acquisition Agreement (as defined in Section 6 below) and the documents executed in connection with the Related Transactions. The Buyer may waive any condition specified in this Section 6(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation obligations of the Buyer to consummate the transactions to be performed by it in connection with at the Closing is are subject to satisfaction of the following conditions: (ia) this Agreement all representations and the Merger shall have received the approval warranties of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders Sellers in this Agreement that are qualified as to materiality shall have procured be true and correct in all of the third party consents specified in Section 5(b) above; (iii) the respects, and all other representations and warranties set forth of the Company and the Sellers in Section 3 above this Agreement shall be true and correct in all material respects at respects, in each case when made and as of the Closing Date; (iv) as though such representations were then made, except for those representations and warranties which are expressly stated to be made solely as of the Company and the Company Stockholders shall have performed and complied with all date of their covenants hereunder in all material respects through the Closing; (v) no actionthis Agreement or another specified date, suit, or proceeding which 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 true and correct solely as of the transactions contemplated by date of this AgreementAgreement or such other specified date; provided, (Bhowever, that the condition set forth in this Section 8.1(a) cause any shall be deemed satisfied solely for purposes of determining the Buyer’s obligation to close the transactions contemplated by this Agreement and not for any other purpose, including modifying or limiting the Buyer’s rights to indemnification under Section 9.1(a), so long as the failure of such representations and warranties to be rescinded following consummationso true and correct, individually or (C) affect adversely taken together, would not reasonably be expected to result in a Material Adverse Effect; provided, further, that the right representations and warranties of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Sellers set forth in Section 3.2 and each Seller set forth in Section 4.1 shall be true and correct in all respects without regard to the foregoing Material Adverse Effect qualification; (b) each of the Company, the Sellers and the Sellers’ Representative shall have performed and complied in all material respects with all of its and his covenants hereunder to be performed or complied with by it or him prior to or at the Closing; (c) since the date of this Agreement, there shall not have been or occurred any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; (d) the Company Stockholders shall have delivered to the Buyer a certificate of an executive officer of the Company to the effect that each of the conditions specified above in Section 6(a)(i)-(viSections 8.1(a) and 8.1(b) is satisfied in all respects; (viiie) this Agreement no judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or proceedings by or before a Governmental Entity shall have received been instituted or threatened or claim or demand made against the requisite Sellers or the Company or the Buyer approvalseeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the Buyer shall not be entitled to rely on the failure of this condition to be satisfied if such action, suit, proceeding, claim, demand, order, injunction, judgment, decree, ruling, writ, assessment or arbitration award was instituted by the Buyer or an Affiliate of the Buyer; (ixf) all applicable waiting periods (and any extensions thereof) under the Buyer Xxxx-Xxxxx-Xxxxxx Act shall have received from counsel to expired or otherwise been terminated without the Company an opinion in form and substance FTC or the Antitrust Division, as set forth in Exhibit E attached heretoapplicable, addressed to the Buyer, and dated as of the Closing Datehaving taken any action which has not been terminated or resolved; (xg) the Required Governmental Approvals (other than pursuant to the Xxxx-Xxxxx-Xxxxxx Act, which shall be governed by Section 8.1(f)) and the Required Consents shall have been obtained without any material change or condition to the related Contracts and Licenses; (h) no action shall have been taken by the Sellers’ Representative or any Seller to rescind the Representative Agreement and the Sellers’ Representative and each Seller shall have made all required deliveries to the Buyer pursuant to the Representative Agreement; (i) no action shall have been taken by Xxxx Xxxx to rescind the Guaranty; (j) the Buyer shall have received the resignationsIndemnity Escrow Agreement duly executed by the Indemnity Escrow Agent and the Sellers’ Representative; (k) the Sellers shall have delivered to the Buyer assignments of the Units; (l) each Seller shall have provided the Buyer with a properly executed affidavit of non-foreign status that complies with Section 1445 of the Code; (m) each Seller shall have provided the Buyer with a properly executed IRS Form W-9; (n) the Company shall have delivered, effective or caused to be delivered, to the Buyer certificates of good standing as of a recent date with respect to the Closing, Company issued by the Secretary of State of the State of Delaware and for each director and state in which the Company is qualified to do business as a foreign corporation; (o) the Company shall have delivered to the Buyer a certificate of an executive officer of the Company, other than those whom Company certifying to true and correct copies of the certificate of formation and the operating agreement of the Company and certifying to a true and correct copy of the resolutions of the Company approving the transactions contemplated by this Agreement and that such resolutions are in full force and effect; (p) each of Xxxx Xxxxxx and Xxxxxx Xxxxxx shall have remained continuously employed by the Company from the date of this Agreement through the Closing and no action shall have been taken by any such individual to rescind any Employment Agreement; (q) the Buyer shall have specified in writing received duly executed Restricted Stock Agreements from Retention Employees who will be receiving at least five two-thirds (52/3) business days prior of the Retention Pool Amount; (r) the Buyer shall have received the Lease Amendment duly executed by Hoosier Daddy LLC; (s) the Buyer shall have received a duly executed Lock-Up Agreement from each Seller; (t) the Company shall have delivered a pay-off letter from each lender of the Company with respect to any Company Indebtedness indicating (i) the aggregate amount owed to such lender as of the Closing and (ii) that, upon payment of such amount, all amounts due and owing such lender by the Company shall be deemed satisfied and paid in full, such lender or creditor shall release all of its Security Interests outstanding on or against the Company, and shall authorize the filing of termination statements pursuant to the Uniform Commercial Code, as amended, or such other documents or endorsements necessary to release of record such Security Interests, in form and substance reasonably satisfactory to the Buyer at the Closing; and (xiu) all actions the Company shall have provided the Buyer with evidence reasonably satisfactory to be taken the Buyer of the payment by the Company Stockholders in connection with consummation of each of the transactions contemplated hereby bonuses described in Section 8.1(u) of the Disclosure Schedule and all certificates, opinions, instruments, the Company shall have provided the Buyer with an acknowledgment from each of the bonus recipients set forth in Section 8.1(u) of the Disclosure Schedule that the applicable bonus has been paid and other documents required no obligations with respect to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyersuch bonus remain outstanding. The Buyer may waive any condition specified in this Section 6(a) 8.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing DateDate (except for representations and warranties that expressly speak only as of a specific date which need only be true and correct as of such date) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Affect; (ivii) the Company and the Company Stockholders Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (viii) the Seller Entities shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i) and (ii) is satisfied in all respects; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Company, or (D) materially and adversely affect the right of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties and the Company shall have received all other of the authorizations, consents, and approvals of governments and governmental agencies referred to third parties as set forth in Section 5(c7(a)(v) of the Disclosure Schedule (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval; (vi) the Seller shall have delivered to the Buyer on or before the Closing Date a non-foreign person affidavit as required by Section 1445 of the Code; (vii) the Company Buyer will have received (A) UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company Stockholders shall have delivered other than those acceptable to the Buyer a certificate to in its reasonable discretion or as will be terminated promptly upon Closing, and (B) assurance that the effect that each of Security Agreement and the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respectsBank Guarantee will be terminated promptly upon Closing; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignationscurrent updated corporate record book, effective as of the Closingincluding without limitation, of each director bylaws, stock transfer ledger, minutes, resolutions, consents, and officer all other corporate documents of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties of Section 2 above shall be true, correct and complete in all respects, except where otherwise qualified or as may be set forth in Section 3 above a Disclosure Schedule attached hereto and none of such statements or disclosures shall be true and correct in all contain a material respects at and misstatement or omission as of the Closing Date; ; (ivii) the Company and the Company Stockholders The Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; ; (viii) the Seller shall have procured any and all material third party or governmental consents or authorizations required to consummate the transactions contemplated herein; (iv) no material 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 against the Company; (Av) prevent consummation of any The individuals listed on the attached Schedule A shall have entered into Employment Agreements and each of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge same shall be in effect); effect simultaneously at the Closing; (vi) the Parties Company shall have received paid any and all other authorizations, consents, of its outstanding Liabilities except for the Loan and approvals of governments the accounts payable and governmental agencies referred to accrued expenses recorded under Current Liabilities in Section 5(c); the Closing Accounts; (vii) the Company and the Company Stockholders shall have delivered to Buyer an officer's certificate in the form of Exhibit X attached hereto; (iix) the Seller shall have delivered such other documents as the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders 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 may reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at request on or prior to the ClosingClosing Date to consummate the Closing of this Agreement and the transactions contemplated herein including termination of the management services agreement between the Buyer and PFEL.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction satisfaction, or waiver by the Buyer, of each of the following conditionsconditions on or prior to the Closing: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) 7.1.1 the representations and warranties set forth of the Seller as made by the Seller on the Effective Date (prior to any amendment or supplements of the schedules of Seller pursuant to Section 5.9) contained in Section 3 above this Agreement that are qualified by Material Adverse Effect shall be true and correct in all material respects at and the representations and warranties of the Seller as made by the Seller on the Effective Date (prior to any amendment or supplements of the schedules of Seller pursuant to Section 5.9) that are not so qualified shall be true and correct except to the extent the failure of such representations and warranties to be true and correct would not, in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Assets, the Business or the ability of the Seller to perform its obligations under this Agreement, in each case, as of the date of this Agreement and as of the Closing Date, as though made again on and as of the Closing Date (except for any particular representations and warranties that speak as of a specific date or time, the truth and accuracy of which need only be measured as of such date and time); (iv) 7.1.2 the Company and the Company Stockholders Seller shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller through the Closing; 7.1.3 there shall not be (vi) no actionany injunction, suit, preliminary 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 injunctionotherwise, judgment, order, decree, ruling, or charge would (A) prevent in effect prohibiting the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Cii) affect adversely the right pending or otherwise threatened any litigation or proceeding instituted by any Governmental Authority to restrain, prohibit or otherwise materially interfere with consummation of the Surviving Corporation to own transactions contemplated by this Agreement or the former assets, and to operate the former businesses operation of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Business by Buyer after the Closing Date as it is currently operated by the Seller; (vi) 7.1.4 the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a an officer’s certificate certifying to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) Sections 7.1 is satisfied in all respects; 7.1.5 all necessary filings and notifications under the HSR Act shall have been made, including any required additional information or documents, and the waiting period (viiiand any extension thereof) referred to in such act applicable to the transactions contemplated by this Agreement shall have received the requisite Buyer approvalexpired or been terminated; (ix) 7.1.6 the Buyer Seller shall have received from counsel to fulfilled its obligations under Section 6.9.1, including the Company an opinion filing of the motion for entry of the Global CAA Consent Decree Modification in form and substance as set forth in Exhibit E attached hereto, addressed reasonably acceptable to the BuyerBuyer in the United States District Court for the Eastern District of Pennsylvania; 7.1.7 the EPA shall have granted to the Buyer a Substantially Similar EPA Hardship Waiver. “Substantially Similar EPA Hardship Waiver” shall mean an EPA Hardship Waiver that is comparable in all material respects to Seller’s EPA Hardship Waiver with respect to remedial work, and dated as implementation actions, use of high sulfur NRLM credits, changes in operations of the Closing Date; (x) Business and the Assets and other work and provided it includes a provision that allows the Buyer shall have received to produce NRLM diesel fuel that is excluded from the resignations, effective as standards in 40 C.F.R. § 80.510(a) for a period commencing on Closing and ending no earlier than the second (2nd) anniversary of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 Sections 3(a) and 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller ands Tay shall have performed and complied with all of their covenants hereunder in all material respects through the ClosingClosing and timely delivered to the National Association of Securities Dealers, Inc. the notice required by Rule 10b-17 under the Exchange Act; (viii) the Company shall have procured all of the third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsShares and to control the Company and its Subsidiaries, or (D) affect adversely the right of any of the Company and its Subsidiaries to own its assets and to operate the former its businesses of the Company (and no such the injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in this Section 6(a)(i)-(vi7(a) is satisfied in all respects; EXHIBIT 1.1-11 (vi) the Company shall have received all other authorizations, consents, and approvals of the Governmental Authorities referred to in Sections 3(a)(ii) and 3(b)(ii) above; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xvii) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom Company and the designees specified by the Buyer shall have specified been appointed as officers and directors of the Company and the Company shall have complied with Rule 14f-1 of the Exchange Act in writing at least five connection with the change of directors; (5viii) business days prior there shall not have been any occurrence, event, incident, action, failure to act, or transaction since September 30, 2001 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of any of the Company; (ix) the Buyer shall have completed its business, accounting and legal due diligence review of the Company and the results thereof shall be reasonably satisfactory to the ClosingBuyer; (x) the Buyer shall have received the pay-off letters and releases relating to Indebtedness and Liabilities as it shall have requested and the pay-off letters shall be in form and substance satisfactory to them; (xi) the Buyer shall have received UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xii) the Company shall have delivered evidence reasonably satisfactory to Buyer of the Company's corporate organization and proceedings and its existence in each jurisdiction in which it is incorporated or qualified to do business, including evidence of the existence as of the Closing and the Company shall have delivered to the Buyer the Company's original minute book and corporate seal and all other original corporate documents; (xiii) the Company shall have filed all of the reports required to be filed under the Exchange Act during the 12 months preceding the Closing (or the shorter period as the Company was required to file the reports) and the Company shall have otherwise met all of the requirements of Rule 144(c) of the Securities Act; and (xixiv) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing written instrument so stating at or prior to the Closing.. EXHIBIT 1.1-12

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (viii) the Company shall have procured all of the third party consents specified in Section 5(b) above. (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsMembership Interests, or (D) affect adversely the right of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a)(i)-(iv) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ixvi) the Buyer shall have received from counsel obtained on terms and conditions satisfactory to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as it all of the Closing Date; (x) financing it needs in order to consummate the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closingtransactions contemplated hereby; and (xivii) all actions to be taken by the Company Stockholders Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate purchase and pay for the transactions to be performed by it in connection with the Closing Acquired Assets is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (ia) The representations and warranties of the Parent, AIFI, AMI and ADI made in this Agreement and the Merger documents to be executed in connection herewith qualified as to materiality shall have received the approval of the shareholders of the Company, as described in Section 5(c) abovebe true and correct, and the number of Dissenting Shares shall those not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above so qualified shall be true and correct in all material respects at respects, as of the date hereof and as of the time 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 which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except as otherwise contemplated by this Agreement, and the Buyer shall have received a certificate signed by an authorized officer of each of the Parent, AIFI, AMI and ADI to such effect. (ivb) Each of the Company Parent, AIFI, AMI and the Company Stockholders ADI shall have performed and or complied with all of their covenants hereunder in all material respects through with all obligations and covenants required by this Agreement to be performed or complied with by each of them by the time of the Closing;, and the Buyer shall have received a certificate signed by an authorized officer of each of the Parent, AIFI, AMI and ADI to such effect. (vc) no action, suit, or proceeding There shall not be pending or threatened before any court Proceeding (i) challenging or quasi-judicial seeking to restrain or administrative agency prohibit the transaction contemplated by this Agreement to obtain from Cendant, the Buyer or any of its subsidiaries in connection with the transactions contemplated hereby any damages that are material in relation to Cendant and its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by Cendant or any of its subsidiaries of any federal, state, localportion of the business or assets of Cendant (including the Business), or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingof its subsidiaries, or charge would to compel Cendant, or any of its subsidiaries to dispose of or hold separate any portion of the business or assets of Cendant (A) prevent consummation including the Business), the Seller or any of any their respective subsidiaries, in each case as a result of the transactions contemplated by this Agreement, (Biii) cause seeking to impose limitations on ability of Cendant to acquire or hold, or exercise full rights of ownership of, the Acquired Assets or (iv) seeking to prohibit Cendant or any of its subsidiaries from effectively controlling in any respect the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);Business. (vid) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the The Buyer shall have received written Consents from counsel to the Company an opinion in form and substance as set forth in Exhibit E all third parties listed on attached hereto, addressed to the Buyer, and dated as of the Closing Date;Schedule 5.2. (xe) From and after the date hereof, there shall not have occurred a change or event which has had a Material Adverse Effect, nor shall there have occurred a change or event which would reasonably be expected to have a Material Adverse Effect. (f) The Buyer shall have received a confidentiality and non-compete agreement, duly executed by Michael Holtz in his indivixxxx xxxxxxxx, which agreement shall be in substantially the resignations, effective same form as of the Closing, of each director and officer of the Company, other than those whom attached Exhibit M. (g) The Seller shall have furnished to the Buyer shall have specified in writing at least five (5) business days prior such other documents relating to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation Seller's corporate existence and authority, absence of the transactions contemplated hereby and all certificates, opinions, instrumentsLiens, and such other matters as the Buyer or its counsel may reasonably request, including without limitation copies of all UCC-3 financing statements and other release documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance relating to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closingsecurity interests of Bridgeview Bank.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing and the Accounts Receivable Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iiia) the representations and warranties set forth in Section 3 Article III above shall be true and correct in all material respects at and as of the First Closing DateDate and the Accounts Receivable Closing Date to the extent such representations and warranties are related to the Accounts Receivable; (ivb) the Company and the Company Stockholders Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingFirst Closing and the Accounts Receivable Closing Date, as the case may be; (vc) the Seller and, if necessary, the Distribution Division shall have procured all of the third party consents specified in Article V above; (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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded or rescindable following consummation, or (Ciii) affect adversely the right of the Surviving Corporation Buyer to own the former assets, and Acquired Assets or to operate the former businesses of the Company Distribution Division (and no such injunction, judgment, order, decree, ruling, ruling or charge change shall be in effect); (vie) the Parties Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Article VII(a)-(d) is satisfied in all respects; (f) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Seller, the Distribution Division, and the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c)Article III and Article IV above; (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ixg) the Buyer shall have received from counsel to the Company Seller an opinion in form and substance as set forth in Exhibit E D attached hereto, addressed to the Buyer, and dated as of the First Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xih) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (i) prior to the Accounts Receivable Closing, the Buyer shall have completed the review of the status of the Accounts Receivable and shall have identified such Accounts Receivable that it reasonably believes have suffered a material adverse change, and any specific account so identified by the Buyer shall not constitute a part of the Accounts Receivable; provided that the Buyer shall notify the Seller in writing of the reasons it believes such account receivable has suffered a material adverse change; (j) No material adverse change shall have occurred to any of the Acquired Assets or the business of the Distribution Division as of the First Closing Date and the Accounts Receivable as of the Accounts Receivable Closing Date, as the case may be; (k) The Seller shall have changed its name from Eastco Industrial Safety Corp. to Worksafe Industries, Inc.; and (l) Puerto Rico Safety Corp. shall have changed its name to a name that does not contain the words "Puerto Rico Safety". The Buyer may waive any condition specified in this Section 6(a) 7.1 if it executes a writing so stating at or prior to the ClosingClosing Date.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 ss.3 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (viii) the Target shall have procured all of the third party consents specified in ss.5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, Acquired Assets and to operate the former businesses of the Company Target, (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Target shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(viss.6(a)(i)-(iv) is satisfied in all respects; (viiivi) this Agreement the relevant parties shall have received the requisite Buyer approvalentered into Side Agreements listed on Exhibit B; (ixvii) the Buyer shall have received from counsel to the Company Target an opinion in form and substance containing the substantive provision as set forth in Exhibit E 6(a)(vii) attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xiviii) all actions to be taken by the Company Stockholders Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a. (a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 §:3(a) and §:4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company Seller shall tender to the Buyer all of the Target's Shares owned and held by each of them with executed irrevocable stock transfer powers for the Company Stockholders full and irrevocable transfer of all right, title, and interest to said shares to Buyer (and with such documents as Buyer deems acceptable to effect said transfer); (iii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iv) the Target shall have procured all of the third party consents specified in §:5(b) above. (v) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsTarget Shares and to control the Target and its Subsidiaries, or (D) affect adversely the right of any of the Target and its Subsidiaries to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi§:7(a)(i)-(vi) is satisfied in all respects; (viiivii) this Agreement the Target shall have received the requisite Buyer approvalall authorizations, consents, and approvals of governments and governmental agencies referred to in §:3(a)(ii), §:3(b)(ii), and §:4(c) above; (ixviii) the Buyer relevant parties shall have received from counsel to the Company entered into an opinion employment agreement in form and substance as set forth in Exhibit E A attached hereto, addressed to hereto and the Buyer, same shall be in full force and dated as of the Closing Dateeffect; (xix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, Target other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and; (xix) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. ; The Buyer may waive any condition specified in this Section 6(a§:7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 ss.3(a) and ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller shall have performed and complied with all of their his covenants hereunder in all material respects through the Closing; (viii) the Targets and their respective Subsidiaries, if any, shall have procured all of the third party consents specified in ss.5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsTarget Interests and to control the Targets and their respective Subsidiaries, if any, or (D) affect adversely the right of any of the Targets or their respective Subsidiaries, if any, to own its assets and to operate the former its businesses of the Company (and no such injunction, judgmentjudg ment, order, decree, ruling, or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xv) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the CompanyTargets and their respective Subsidiaries, if any, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; (vi) the Board of Directors of each of the Targets shall have adopted a resolution approving the transfer, in accordance with the provisions of this Agreement, of the Target Interests of such Target owned by the Seller, and such resolution shall be in full force and effect on and as of the Closing Date; and (xivii) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will will, unless otherwise set forth in this Agreement, be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a. (a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) a. the representations and warranties set forth in Section §3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) b. the Company and the Company Stockholders Sellers shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; c. Buyer shall have received evidence of the releases of all Security Interests on the Acquired Assets satisfactory to Buyer and its counsel; d. Delivery of a Bxxx of Sale in the form attached as Exhibit E and such other instruments of assignment, transfer and conveyance as Buyer shall request to convey to Buyer good title to the Acquired Assets; e. Delivery of all instruments of assignment relating to the Intellectual Property; f. the Sellers shall have arranged for Buyer to acquire possession of and effect the transfer and/or assignments to Buyer of all of the Acquired Assets, excepting: the assignments of Intellectual Property which will be delivered at closing pursuant to section (ve); the correspondence files identified in 1.1(g) which will be delivered post-closing and the china tool which will be delivered post-closing; g. no notice has been received by Seller of any action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, and to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Acquired Assets; (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders h. each Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respectsrespects in form and substance as set forth in Exhibit F; (viii) this Agreement shall have received the requisite Buyer approval; (ix) i. the Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as set forth in Exhibit E G attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company Seller, the Target and the Company Stockholders Target's Subsidiaries shall have performed given any notices to third parties and complied obtained any third-party consents that are necessary, proper or advisable or that the Buyer shall have requested in connection with the matters pertaining to the Target and its Subsidiaries disclosed or required to be disclosed in the Disclosure Schedule. Each of the Seller, the Target and the Target's Subsidiaries shall have filed any Notification and Report Forms and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act and all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and each of their covenants hereunder the Seller, the Target and the Target's Subsidiaries shall have made any further filings pursuant thereto that were necessary, proper, or advisable. Each of the Seller, the Target and the Target's Subsidiaries shall have taken any additional action that was necessary, proper, or advisable in all material respects through connection with any other notices to, filings with, and authorizations, consents, and approvals of governments, governmental agencies, and third parties as set forth in Annex I, Annex II and the ClosingDisclosure Schedule or that it was required to give, make, obtain or receive; (viii) 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, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own own, operate, or control the former assets, and to operate the former businesses Target Shares or any of the Company Target and its Subsidiaries (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) the Target and the Employees shall have executed the Employment Letters, effective upon the Closing; (v) the Target's stockholder equity on the Closing Date shall be equal to or greater than $15,360,000 (which includes stockholder equity as of June 30, 1996 plus the after tax earnings of the Target from July 1, 1996 through September 30, 1996 equal to or greater than $1,450,000, plus the after tax earnings of the Target from October 1, 1996 through the Closing Date, plus the outstanding balance of Xxxx Enterprises Loans of $2,951,000 (the liability for which the Seller Shareholders are obligated)); the determination of stockholder equity shall be made on the same accounting basis as the audited financial statements of the Target for the year ended June 30, 1996 and the three months ended September 30, 1996; (vi) the Parties Seller shall have received all other authorizationsredeemed, consentsrepurchased or otherwise extinguished to the Buyer's satisfaction, and approvals the Series A Preferred Stock of governments and governmental agencies referred to in Section 5(c)the Seller; (vii) the Company Seller shall have (A) negotiated and be responsible (not from funds of the Target) for the prepayment of Xxxx Enterprises Loans and the Company Stockholders termination of any profit participation by Xxxx Enterprises or any of its Affiliates in the Target and its Subsidiaries, upon terms and conditions which are mutually satisfactory to the Parties, and (B) caused any and all actions necessary to cause Xxxx Enterprises to deliver to the Target and its Subsidiaries all Uniform Commercial Code termination statements and similar documents which the Buyer shall reasonably request; (viii) the Seller shall have assigned all of the Required Leases to the Target in a manner subject to the reasonable approval of the Buyer; (ix) the Seller shall have transferred to the Target its entire ownership interest in Woodbridge, Fox Creek and Park View, including any issued and outstanding member shares held of record or owned beneficially by the Seller, in a manner subject to the reasonable approval of the Buyer; (x) the Seller shall have paid the Buyer at the Closing by reduction in the Purchase Price any and all amounts indicated in Section 2(c) of this Agreement; (xi) the obligations of the Target and its Subsidiaries set forth on SCHEDULE B of this Agreement to be paid in full by Target with funds to be received from the Buyer on the Closing Date, as part of a refinancing of the related assets, or otherwise completely satisfied or discharged, in a manner subject to the reasonable approval of the Buyer; (xii) the Seller shall have caused any and all actions necessary to cause (A) the termination of the obligations of the Target and its Subsidiaries pursuant to the Guarantees, (B) the termination of the obligations of the Target and its Subsidiaries pursuant to the Environmental Indemnities, and (C) U.S. Bank of Nevada to deliver to the Target and its Subsidiaries all Uniform Commercial Code termination statements and similar documents which the Buyer shall reasonably request to evidence such termination; (xiii) the Buyer shall have renegotiated to its sole satisfaction the Loan Agreement, dated as of December 18, 1993, by and between Melody and Bank One, Arizona, National Association, a national banking association; (xiv) the Buyer shall have obtained reasonable evidence from Banc One Capital Partners II of the payments made in accordance with Section 2(d) herein and that upon payment of such amounts, the warrants held by Banc One Capital Partners II pursuant to that certain Series 1993 Warrant to Purchase Shares of Common Stock of Falcon Development Corporation have been eliminated; (xv) the Seller shall have cooperated with the Buyer to cause the Target to obtain a new workers compensation policy in form and substance satisfactory to the Buyer; (xvi) the Seller shall have delivered to the Buyer the following financial statements for the Target and its Subsidiaries (collectively the "Financial Statements"): (A) unaudited combined financial statements for Melody Construction Co. and Melody Homes for the calendar year 1992, including combined balance sheet, statement of income, statement of partnership equity and statement of cash flows; (B) unaudited internal financial statements of Melody Homes for the eleven (11) months ended November 30, 1993, including combined balance sheet, statement of income and statement of partnership equity; (C) unaudited internal financial statements of Melody for the seven (7) months ended June 30, 1994, including balance sheet, statement of income and statement of retained earnings; (D) unaudited consolidated and consolidating balance sheets and statements of income, changes in stockholders' equity, and cash flow of Melody as of and for the fiscal year ended June 30, 1995; (E) unqualified audited financial statements, including consolidated and consolidating balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the fiscal year ended June 30, 1996 (the "Most Recent Fiscal Year End"); and (F) unqualified audited financial statements, including consolidated and consolidating balance sheets and statements of income, changes in stockholders' equity, and cash flow (the "Most Recent Financial Statements") as of and for the three months ended September 30, 1996 (the "Most Recent Fiscal Month End"); and (G) unaudited financial statements, including consolidated and consolidating balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the two months ended November 30, 1996. The Financial Statements shall have been prepared in accordance with GAAP applied on a certificate to consistent basis throughout the effect that each periods covered thereby, shall be correct and complete, and shall be consistent with the books and records of the conditions specified above in Section 6(a)(i)-(viTarget and its Subsidiaries (which books and records are correct and complete); provided, however, that the interim Financial Statements shall be subject to normal year-end adjustments (which will not be material) is satisfied in all respectsand lack footnotes and other presentation items; (viiixvii) this Agreement [Intentionally Deleted] (xviii) the Buyer shall have received from Xxxxxxxxxx Securities, financial advisor to the requisite Buyer, a fairness opinion in form satisfactory to the Buyer approvaladdressed to the Buyer and dated as of the Closing Date; (ixxix) the Buyer shall have received from counsel to the Company Seller and Seller Shareholders an opinion in form and substance as with respect to the matters set forth in Exhibit E EXHIBIT C attached hereto, addressed to the Buyer, Buyer and dated as of the Closing Date; (xxx) the Buyer shall have received the resignationsresignations of each director of the Target and its Subsidiaries in his capacity as a director of the Target or its Subsidiaries, effective as of the Closing, of each director and officer of the Company, other than those whom ; (xxi) the Buyer shall have specified in writing at least five (5) business days prior received the written consent of its lenders pursuant to the Closingterms of that certain Credit Agreement, dated March 29, 1996, among the Buyer, First Hawaiian Bank, Bank of America NT&SA, NBD Bank, Bank of Boston and Bank of Hawaii, to the transactions contemplated by this Agreement; and (xixxii) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerBuyer and its counsel. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (viii) Sellers and the Company shall have procured all third party consents, authorizations, approvals and releases, if any, necessary to consummate the transactions contemplated by this Agreement; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Company, or (D) affect adversely the right of the Company to own its assets and to operate the former businesses of the Company its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a)(i)-(iv) is satisfied in all respects; (viiivi) this Agreement Sellers shall have received entered into covenants not to compete in substantially the requisite Buyer approvalform as set forth in Exhibit D attached hereto and the same shall be in full force and effect; (ixvii) Jackxxx Xxxex Xxxxx xxxll have entered into a consulting agreement in substantially the form as set forth in Exhibit E attached hereto and the same shall be in full force and effect; (viii) Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as set forth in Exhibit E attached heretoreasonably acceptable to Buyer and its counsel, addressed to the Buyer, and dated as of the Closing Date; (xix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, Company other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; (x) Sellers shall have executed and delivered Amendment No. 2 to Lease, in substantially the form of Exhibit F hereto; and (xi) all actions to be taken by the Company Stockholders Sellers 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 reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing. Upon Closing of the transactions contemplated by this Agreement, all conditions specified in this Section 7(a) shall be deemed satisfied or to have been waived by Buyer.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing DateDate (except for representations and warranties that expressly speak only as of a specific date which need only be true and correct as of such date) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Affect; (ivii) the Company and the Company Stockholders Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (viii) the Seller Entities shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i) and (ii) is satisfied in all respects; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Companies, or (D) materially and adversely affect the right of any Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties and the Companies shall have received all other of the authorizations, consents, and approvals of governments and governmental agencies referred to third parties as set forth in Section 5(c7(a)(v) of the Buyer Disclosure Letter (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval; (vi) the Seller shall have delivered to the Buyer on or before the Closing Date a non-foreign person affidavit as required by Section 1445 of the Code; (vii) the Company Buyer will have received (A) UCC, judgment lien and the Company Stockholders shall have delivered tax lien searches with respect to the Buyer a certificate to Companies, the effect results of which indicate no liens on the assets of the Companies other than those set forth on Section 7(a)(vii)(A) of the Disclosure Schedule, or as will be terminated promptly after Closing, and (B) written assurance that each of the conditions specified above Security Agreements, Bank Guarantees and liens set forth in Section 6(a)(i)-(vi7(a)(vii)(B) is satisfied in all respectsof the Disclosure Schedule will be terminated promptly after Closing; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignationscurrent updated corporate record book, effective as including without limitation, bylaws, stock transfer ledger, minutes, resolutions, consents, and all other corporate documents of each Company that is a corporation and the comparable records of McPhee Electric; (ix) the Transition Services Agreement shall have been executed by the Seller; (x) the Seller Entities shall have executed and delivered the Release of the Closing, of each director and officer of Companies in the Company, other than those whom form attached hereto as Exhibit A; (xi) the Seller shall have delivered to the Buyer the Xcelecom Office Equipment, and the related Xxxx of Sale in the form of Exhibit C; (xii) JBL Electric shall have specified in writing at least five (5) business days prior entered into a written Employment Agreement with Xxxxx Xxxxx on terms satisfactory to the ClosingBuyer, and XX Xxxxxxxx shall have entered into written Employment Agreements with Xxxxxx Xxxxxxxx and Xxxxxx XxXxxxx on terms satisfactory to the Buyer; (xiii) the Seller Entities shall have executed and delivered that certain Intercreditor Agreement with Sovereign Bank, the Buyer’s current senior secured lender, in the form attached hereto as Exhibit E; and (xixiv) all actions to be taken by the Company Stockholders Seller Entities 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 reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes and delivers a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the The representations and warranties set forth in Section 3 2 above shall be true and correct in all material respects at and as of the Closing Date;. (ivii) the Company and the Company Stockholders The Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;. (viii) no The Seller shall have procured any third party consents required for the sale of the Shares. (iv) No action, suit, suit or proceeding shall be pending or threatened before any court or of quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, Shares. (v) The Buyer shall have obtained on terms and conditions reasonably satisfactory to operate the former businesses it all of the Company (financing required to consummate the transactions contemplated hereby and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);by the Related Transactions. (vi) The Seller shall be prepared to deliver the Parties shall have received all other authorizations, consents, certificates and approvals of governments documents in the form and governmental agencies referred to in Section 5(c);executed as required by this Agreement. (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all All actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby by this Agreement, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby hereby, will be reasonably satisfactory in form and substance to the Buyer. (viii) The Closing of the Related Transactions shall have occurred. (ix) Neither the Company nor the Principal Shareholder shall be in breach under the terms and conditions of any of the Stock Acquisition Agreement (as defined in Section 6 below) and the documents executed in connection with the Related Transactions. The Buyer may waive any condition specified in this Section 6(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the The representations and warranties set forth in Section 3 2 above shall be true and correct in all material respects at and as of the Closing Date;. (ivii) the Company and the Company Stockholders The Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing;. (viii) no The Seller shall have procured any third party consents required for the sale of the Shares. (iv) No action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assets, Shares. (v) The Buyer shall have obtained on terms and conditions reasonably satisfactory to operate the former businesses it all of the Company (financing required to consummate the transactions contemplated hereby and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);by the Related Transactions. (vi) The Seller shall be prepared to deliver the Parties shall have received all other authorizations, consents, certificates and approvals of governments documents in the form and governmental agencies referred to in Section 5(c);executed as required by this Agreement. (vii) the Company and the Company Stockholders shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all All actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby by this Agreement, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby hereby, will be reasonably satisfactory in form and substance to the Buyer. (viii) The Closing of the Related Transactions shall have occurred. (ix) Neither the Company nor the Principal Shareholder shall be in breach under the terms and conditions of any of the Stock Acquisition Agreement (as defined in Section 6 below) and the documents executed in connection with the Related Transactions. The Buyer may waive any condition specified in this Section 6(a5(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement, the Merger Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company SharesRequisite Target Stockholder Approval; (ii) the Company and the Company Stockholders Target shall have procured all of the third party consents specified in Section 5(b5(a) above; (iii) the representations each representation and warranties warranty set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date, subject to any amendments thereto as permitted under Section 3 above; (iv) the Company and the Company Stockholders Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial quasijudicial 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 could (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation to own the former assets, assets and to operate the former businesses of the Company Target, and (D) and no such injunction, judgmentjudgement, order, decree, ruling, ruling or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Target shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi6(a)(i)-(v) is satisfied in all respectssatisfied; (vii) this Agreement, the Merger Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (viii) this Agreement the Registration Statement and any applicable state securities filings and registrations shall be effective under the Securities Act and any applicable state securities laws or regulations at and as of the Effective Time, and no stop order shall have received been issued by the requisite Buyer approvalSEC or any state regulatory agency; (ix) the Buyer Shares that will be issued in the Merger shall have received from counsel been approved for listing on the Nasdaq National Market, subject to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as official notice of the Closing Dateissuance; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (ia) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the The representations and warranties set forth in Section 3 above 2 of this Agreement, the ancillary documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects at and as of the Closing Date; ; (ivb) the Company and the Company Stockholders shall The Seller will have performed and complied with all of their its, his or her covenants hereunder in all material respects through the Closing; ; (vc) no The Seller will have procured all required governmental and third party consents, authorizations and approvals; (d) No action, suit, suit or proceeding shall will be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of adversely affect any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsAcquired Assets, or the right of the Buyer to acquire and to operate the former businesses of the Company Business; (and no such injunction, judgment, order, decree, ruling, or charge e) The documents required under Section 1.6 hereof shall be in effect); (vi) tendered by the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders shall have delivered Seller for delivery to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xif) all actions There will not have occurred a material adverse change in the Seller's business, operations, properties, financial condition, assets (including the Acquired Assets), liabilities or prospects, individually or collectively; and (g) The Seller will have delivered such other documents and instruments as are reasonably necessary or appropriate to be taken by effect the Company Stockholders in connection with consummation of the contemplated transactions contemplated hereby and all certificates, opinions, instruments, and other documents or that may be required under any laws or any agreements to effect which the transactions contemplated hereby will be reasonably satisfactory in form and substance to the BuyerSeller is a party. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.4.2

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (viii) the Target shall have procured all of the third party consents specified in Section 5(b) above, all of the title insurance commitments and policies specified in Section 5(h) above, and all of the surveys specified in Section 5(i) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation Buyer to own the former assetsTarget Shares and to control the Target, or (D) affect adversely the right of the Target to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi7(a)(i)-(iv) is satisfied in all respectsrespects and stating by lender the amount of Target Debt as of the Closing Date; (vi) the Parties and the Target shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) the relevant parties shall have entered into the Escrow Agreement in form and substance as set forth in Exhibit A attached hereto, the Employment Agreement in form and substance as set forth in Exhibit C attached hereto, and the Registration Rights Agreement in form and substance as set forth in Exhibit D attached hereto, and the same shall be in full force and effect; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company Sellers an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (xix) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, Target other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xix) all actions to be taken by the Company Stockholders Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. (xi) the Target shall have terminated or waived all of its rights under each of the Incentive Compensation and Restrictions on Transfer of Stock Agreements entered into with each of the Sellers. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing DateDate (except for representations and warranties that expressly speak only as of a specific date which need only be true and correct as of such date) except for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Affect; (ivii) the Company and the Company Stockholders Seller Entities shall have performed and complied with all of their covenants hereunder in all material respects through with all of the covenants of the Seller Entities hereunder that are required to be performed or complied with prior to the Closing; (viii) the Seller Entities shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 7(a)(i) and (ii) is satisfied in all respects; (iv) no action, suit, or proceeding (other than any action, suit or proceeding to which Section 5(b) refers or relates) 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 or materially delay consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) materially and adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsCompany Shares and to control the Company, or (D) materially and adversely affect the right of the Company to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties and the Company shall have received all other of the authorizations, consents, and approvals of governments and governmental agencies referred to third parties as set forth in Section 5(c7(a)(v) of the Disclosure Letter (collectively, the “Requisite Consents”); provided, however, that the foregoing condition to the obligation of the Buyer shall not apply to any failure to obtain any such authorization, consent or approval that arises from the Buyer’s breach of any representation, warranty or covenant hereunder or the Buyer’s withdrawal of its application for any such authorization, consent or approval; (vi) the Seller shall have delivered to the Buyer on or before the Closing Date a non-foreign person affidavit as required by Section 1445 of the Code; (vii) the Company Buyer will have received (A) UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company Stockholders shall have delivered other than those acceptable to the Buyer a certificate in its reasonable discretion, as set forth on Section 7(a)(vii)(A) of the Disclosure Schedule, or as will be terminated promptly upon Closing, and (B) written assurance that the Credit Facility, Security Agreement and the Bank Guarantee will be terminated as to the effect Company promptly upon Closing and that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respectsother Seller Entity Liabilities have been satisfied; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignationscurrent updated corporate record book, effective as of the Closingincluding without limitation, of each director bylaws, stock transfer ledger, minutes, resolutions, consents, and officer all other corporate documents of the Company, other than those whom ; (ix) the Buyer Stock Pledge and Security Agreement shall have specified in writing at least five (5) business days prior to been executed by the ClosingSeller; and (xix) all actions to be taken by the Company Stockholders Seller Entities 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 reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a7(a) if it executes and delivers a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received been approved by the approval unanimous written consent of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company SharesTarget; (ii) the Company and the Company Stockholders Target shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Company and the Company Stockholders Target shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (v) no 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses business of the Company Target (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Target shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi6(a)(i)-(v) is satisfied in all respects; (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xivii) all actions to be taken by the Company Stockholders Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 above 4 shall be true and correct in all material respects at and as of the Closing Dateexcept to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing; (ivii) the Company Seller and the Company Stockholders Shareholder shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Seller and the Shareholder shall have performed and complied with all of such covenants in all respects through the Closing; (viii) the Seller shall have procured all of the third party written consents as required by Section 6(b) and delivered the same to the Buyer including, but not limited to, consent to assignment of the following contracts: (A) the Standard Industrial/Commercial Multi-Tenant Lease dated January 17, 2003 by and between the Seller and Foothill Technology Center, LLC, as amended; (B) the Systems Integrator Agreement dated August 13, 2003 by and between the Seller and NMS Communications Corporation; (C) the Master Supply Agreement dated January 3, 2005 by and between the Seller and Sun Microsystems, Inc.; (D) the Software License Agreement dated on or about July 29, 2000 by and between the Seller and Agile Software Corporation; and (E) and the Software License and Support Agreement dated May 11, 1998 by and between the Seller and BAAN USA, Inc. (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would would: (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) adversely affect adversely the right of the Surviving Corporation Buyer to own the former assetsAssets, or (D) adversely affect the right of the Seller to own its assets and to operate the former its businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company and the Company Stockholders Seller shall have delivered to the Buyer a certificate written waiver, in form reasonably satisfactory to the effect Buyer, executed by Xxxx Xxxxxxx which effectively waives and terminates any and all rights Xx. Xxxxxxx may have to receive payments pursuant to the terms of the Consulting Agreement dated February 4, 2003 by and between the Seller and Xx. Xxxxxxx; (vi) the Seller shall have delivered to Buyer a written waiver, in form reasonably satisfactory to the Buyer, executed by X.X. Xxxxxxx & Sons, Inc. which effectively waives and terminates any and all rights X.X. Xxxxxxx may have to receive fees in connection with the Closing of the transactions contemplated hereby pursuant to the letter agreement dated December 12, 2004 by and between the Seller an X.X. Xxxxxxx; (vii) the Seller shall have delivered to the Buyer a Payoff Agreement, in form reasonably satisfactory to the Buyer, duly executed by Summit Financial Resources, LP and the Seller, pursuant to which the parties agree to terminate the Summit Financing Agreement effective immediately upon the Closing and Summit Financial Resources agrees to take all actions necessary to terminate and release its security interest on the Assets within five (5) business days of the Closing subject to the Buyer making the payment set forth in Section 2(f)(iii) (the “Summit Payoff Agreement”); (viii) the Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby; (ix) the Seller shall have provided the Buyer with certificates of insurance evidencing the extension of (A) the Seller’s directors and officers liability insurance coverage for at least two (2) years following the Closing, (B) the Seller’s employer practices liability insurance coverage for at least two (2) years following the Closing, (C) the Seller’s fiduciary liability insurance coverage for at least two (2) years following the Closing, and (D) the Seller’s errors and omissions liability insurance coverage for at least five (5) years following the Closing; (x) the Seller shall have provided the Buyer with a certificate dated as of the Closing and executed by the Seller’s President certifying (A) a list of each of the Seller’s employees employed by the Seller immediately prior to the Closing, (B) the amount owed to each such employee for accrued vacation and other similar benefits, and whether each such employee has elected to roll-over such benefits for accrual in connection with such employee’s employment with the Buyer subsequent to the Closing (with copies of executed election forms), (C) the amount of severance pay owed to each such employee, and whether each such employee has elected to roll-over such benefits in connection with such employee’s employment with the Buyer subsequent to the Closing (with copies of executed election forms), (D) whether each such employee has executed a mutual release (with copies of the executed mutual release agreements), (E) the current and definite dollar amounts of each of the obligations to be paid by the Buyer pursuant to Section 2(f), and (F) that each of the conditions specified above in Section 6(a)(i)-(vi8(a)(i) through (iv) is satisfied in all respects; (viiixi) the Seller shall have delivered to the Buyer a certificate of the Secretary of the Seller certifying and attaching all requisite resolutions or actions of the Seller’s board of directors and shareholders approving the execution and delivery of this Agreement shall have received and the requisite Buyer approvalconsummation of the transactions contemplated hereby and certifying to the incumbency and signatures of the officers of the Seller executing this Agreement and any other documents related hereto; (ixxii) the Buyer Seller shall have received from counsel to duly executed and delivered the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed Xxxx of Sale to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xixiii) all actions to be taken by the Company Stockholders Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (xiv) the Buyer shall be satisfied with the results of a lien search relating to the Seller and the Seller’s property and assets which will be completed by the Buyer within five (5) days of the Closing; (xv) the Seller shall have delivered to the Buyer the following documents relating to the Seller’s federal and California state unemployment withholdings, as applicable: (A) the Seller’s federal Form 940 (Employers Annual Federal Unemployment Return) for the three (3) most recent years; (B) the Seller’s most recent federal Form 941 (Employers Quarterly Federal Tax Return); (C) the Seller’s federal Form 945 (Annual Return of Withheld Federal Taxes) for the three (3) most recent years; (D) the Seller’s most recent California Form DE 6 (Quarterly Wage and Withholding Report); (E) the Seller’s California Form DE 7 (Annual Reconciliation Report) for the three (3) most recent years; (F) the Seller’s most recent California Form DE 88/DE 88ALL (Payroll Tax Deposit); and (G) all agreements, consents, elections, waivers and correspondence relating to the foregoing; and (xvi) the Seller shall have delivered to the Buyer written documentation, in form reasonably satisfactory to the Buyer, evidencing the effective buyout of a model C500 copier pursuant to the terms of a 39-month lease agreement between the Seller and Konica Minolta dated March 28, 2005. The Buyer may waive any condition specified in this Section 6(a8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the approval of the shareholders of the Company, as described in Section 5(c) above, and the number of Dissenting Shares shall not exceed five percent (5%) of the number of outstanding Company Shares; (ii) the Company and the Company Stockholders shall have procured all of the third party consents specified in Section 5(b) above; (iii) the representations and warranties set forth in Section 3 6 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Company and the Company Stockholders Seller shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing Date; (viii) the Seller shall have procured the permits necessary for Buyer to own and operate the Acquired Assets in the manner operated prior to the Closing Date, and all licenses and approvals necessary for Buyer to own and operate the Acquired Assets shall have been obtained; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Cc) affect adversely the right of the Surviving Corporation Buyer to own the former assets, and Acquired Assets or to operate the former businesses of the Company (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Seller; (viv) the Parties Notarial Deed attached hereto as Exhibit A shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c); (vii) the Company been notarized and the Company Stockholders shall have delivered priority notice pursuant to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(vi) is satisfied in all respects; 2 (viii) this Agreement shall have received the requisite Buyer approval; (ix) the Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date; (x) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, other than those whom the Buyer shall have specified in writing at least five (5) business days prior to the Closing; and (xi) all actions to be taken by the Company Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.d)(i)