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

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform consummate the Closing is subject to the satisfaction or waiver of the following further conditions: (i) The Buyer shall have performed in all material respects all of its obligations under this Agreement are subject, hereunder required to be performed by it at the option of the Company, to the fulfillment on or prior to the Closing Date of Date, (ii) the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Buyer contained in this Agreement and in any certificate or other writing delivered by the Buyer pursuant hereto (A) that are qualified by materiality or Material Adverse Effect shall be true at and correct in all material respects as of the Closing Date as if made at and as of such date (except to the extent such representations and warranties are specifically expressly made as of a particular an earlier date, in which case such representations and warranties shall be true and correct case, as of such date);, and (B) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing Date as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), and (iii) the Company shall have received a certificate signed by an executive officer in the case of the Buyer. (b) The Investors Company shall have performed and complied with received all of their covenants hereunder in all material respects through the Closing, except documents it may reasonably request relating to the extent that such covenants are qualified by terms existence of the Buyer and the authority of the Buyer to execute, deliver and perform this Agreement (such as “material” organizational documents, bankruptcy related documents, secretarial certificates and “Material Adverse Effect,” the like), all in which case form and substance reasonably satisfactory to the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Company. (c) Each Investor Since the date hereof, no event or condition shall have executed each of occurred that results in, or would reasonably be expected to result in, individually or in the Transaction Documents to which it is aggregate, a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyBuyer Material Adverse Effect.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyCompany (except to the extent such Bridge Investor’s Purchase Price s deemed to be paid by delivery of such Bridge Investor’s Bridge Note); and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subjecteffect the Merger is further subject to the following conditions, at the option any or all of which may be waived in whole or in part by the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived extent permitted by the Companyapplicable Law: (a) The the representations and warranties of the Investors Newco set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty of Newco contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the existence of any breach thereof on the part of Newco) as of the date of this Agreement and as of the Closing Date (except as though made on and as of the Closing Date and the Company shall have received a certificate signed on behalf of Newco by the president of Newco to the extent such representations and warranties are specifically made as of a particular date, effect set forth in which case such representations and warranties shall be true and correct as of such date)this paragraph; (b) The Investors Newco shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except obligations required to be performed by it under this Agreement at or prior to the extent that Closing Date except for such covenants are qualified by terms such failures to perform as “material” and “have not had or could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect,” in Effect on the Surviving Corporation (provided that any obligation the performance of which case is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the Investors existence of any nonperformance thereof) and the Company shall have performed and complied with all received a certificate signed on behalf of such covenants Newco by the president of Newco to the effect set forth in all respects through the Closingthis paragraph; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;Solvency Letter Condition; and (d) Each Investor Newco shall have delivered to obtained the Company Financing substantially on the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided terms contemplated by the Company; and (e) All actions to be taken by Financing Commitments or alternative financing on terms no less favorable in any material respect than those set forth in the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyFinancing Commitments.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option Convertible Closing is subject to the satisfaction of the Company, following further conditions: (i) Investors shall have performed in all material respects all of their obligations hereunder required to the fulfillment on be performed by them at or prior to the Convertible Closing Date of Date, and (ii) the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth contained in this Agreement and in any certificate or other writing delivered by Investors pursuant hereto shall be true and correct in all material respects at and as of the Convertible Closing Date (except to the extent such representations Date, as if made at and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date (except for such that refer to an earlier date); (b) The Investors Each Investor shall have performed signed the Amended and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing;Restated Investor Rights Agreement. (c) Each Investor The Transaction Agreements, the Initial Note, the Convertible Note and the Warrants (and the transactions contemplated thereby) shall have executed each been approved by the Board of Directors of the Transaction Documents to which it is a party and delivered the same to the Company;. (d) Each Investor The Company's shareholders shall have delivered to approved the Company issuance of the Purchase Price for the Shares Convertible Notes and the related issuance of the Warrants being purchased to Xxxxxxxx X. Xxx and Xxxxx X. Xxxxxxxxxx and the transactions as contemplated hereby; (e) Any regulatory consents or approvals required in connection with the transactions contemplated by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companythis Agreement shall have been received and not withdrawn; and (ef) All actions to be taken by the Investors Any consent of Foothill Capital Corporation required in connection with consummation of the transactions contemplated hereby by this Agreement shall have been received and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companynot withdrawn.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The the representations and warranties of the Investors set forth in this Agreement Article 2 that are qualified as to materiality shall be true and correct, and the representations and warranties set forth in Article 2 that are not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on and as of the Closing Date (except provided that, to the extent that any such representations and warranties are specifically made representation or warranty speaks as of a particular specified date, in which case such representations and warranties shall it need only be true and correct as of such specified date); (b) The Investors the Acquiring Companies shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except and shall have paid the Merger Consideration to the extent that such covenants are qualified by terms such Paying Agent as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closingrequired hereunder; (c) Each Investor no action suit or proceeding before any Governmental Entity shall have executed each been commenced or threatened, and no investigation by any Governmental Entity shall have been commenced, against the Acquiring Companies or the Company or any of their respective Affiliates, officers or directors (in such capacity) seeking to restrain, prevent or change the Merger, or questioning the validity or legality of the Transaction Documents Merger, or seeking damages in connection with, or imposing any condition on, the Merger; provided, however, that neither of the following shall impede the Closing: (i) any such action, suit or proceeding by LTC Properties, Inc. or any of its Affiliates or (ii) any stockholder litigation arising from allegations of breach of fiduciary duty relating to which it is a party and delivered the same to the Companythis Agreement, except for such litigation set forth on Schedule A; (d) Each Investor the Acquiring Companies shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant a certificate to the wire instructions provided by effect that each of the Companyconditions specified above in Sections 6.2(a) through (c) is satisfied; (e) Stockholder Approval shall have been obtained; (f) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (g) the Parties shall have received all other authorizations, consents, and approvals of Governmental Entities referred to in Section 2.3, other than those the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; and (eh) All all actions to be taken by the Investors Acquiring Companies in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be have been reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this Section 6.2.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subjectconsummate, at or cause to be consummated, the option of Merger is subject to the Companysatisfaction (or, to the fulfillment on or prior to extent permitted by applicable Law, waiver by the Closing Date Company), as of the Closing, of the following additional conditions, any one or more of which may be waived by the Company: (a) The each of the representations and warranties of the Investors set forth Acquiror and Merger Sub contained in this Agreement (i) Section 6.12 shall be true and correct in all but de minimis respects as of the Closing, (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closingthough then made, except to the extent that any such covenants are qualified by terms such representation or warranty expressly speaks as “material” and “Material Adverse Effect,” of an earlier time, in which case the Investors such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed and or complied with all of such covenants in all material respects through all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor Acquiror shall have delivered to the Company the Purchase Price for the Shares a certificate signed by an officer of Acquiror and the related Warrants being purchased by such Investor at an officer of Merger Sub, dated as of the Closing by wire transfer of immediately available funds pursuant Date, certifying that, to the wire instructions knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) the Domestication shall have been completed as provided in Section 2.1(a), and a time-stamped copy of the Certificate of Domestication issued by the CompanyDelaware Secretary of State shall have been delivered to the Company (the condition set forth in this Section 10.3(e), the “Domestication Condition”); (f) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); and (eg) All actions to be taken by the Investors in connection with consummation each of Acquiror and Sponsor shall have duly executed and delivered a counterpart of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance Registration Rights Agreement to the Companyother parties thereto.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option Merger is subject to the satisfaction of the Companyfollowing conditions, to the fulfillment on or prior to the Closing Date of the following conditionsDate, any one or more of which may be unless waived by the Company: (a) The Each of the representations and warranties of the Investors set forth Parent and Merger Sub in this Agreement shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date (except to with the extent same effect as though such representations and warranties are specifically had been made at and as of such time, other than representations and warranties that speak as of a particular date, in specific date or time (which case such representations and warranties shall need only be true and correct in all respects as of such datedate or time); (b) The Investors Parent and Merger Sub shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except all obligations required to the extent that such covenants are qualified be performed by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through them under this Agreement at or prior to the Closing; (c) Each Investor All authoritizations, consents, orders and approvals of, and declarations and filings with any Governmental Authority, shall here occurred, been filed or been obtained and any such approvals shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Companybecome Final Orders; (d) Each Investor All third party consents necessary to effect the transactions contemplated by this Agreement, shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companyhere occurred, been filed or been obtained; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and The Company shall have received such other documents required or instruments from Parent and Merger Sub as the Company reasonably requests to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyhereby.

Conditions to Obligation of the Company. The obligations of Company’s obligation to consummate the Company to enter into and perform its obligations under transactions contemplated by this Agreement are subject, at is subject to the option of the Companysatisfaction (or, to the fulfillment on extent permitted by Law, waiver by the Stockholder Representative) at or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Companyconditions precedent: (ai) The representations and warranties All Fundamental Representations of the Investors set forth in this Agreement Parent shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date; and (ii) all other representations and warranties of Parent shall be true and correct (in each case, without taking into account any materiality qualifications) as of the date of this Agreement and as of the Closing Date (except to the extent such other than those representations and warranties are specifically made that address matters only as of a particular datedate or only with respect to a specific period of time, in which case need only be accurate as of such date or with respect to such period), except where the failure of such other representations and warranties shall to be so true and correct as of such date);would not, individually or in the aggregate, reasonably be expected to materially impair or delay Parent’s ability to consummate the transactions contemplated by this Agreement. (b) The Investors Parent shall have performed and complied with all of their 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 Investors shall have performed and complied with all of such the agreements and covenants in all respects through this Agreement that are required to be performed or complied with by Parent on, prior to, or as of the Closing;Closing Date. (c) Each Investor The Company shall have executed each received the following documents: (i) a certificate, dated as of the Transaction Documents to which it is a party Closing Date and delivered the same executed by an officer of Parent, certifying as to the Companyfulfillment of the conditions set forth in Sections 5.3(a) and 5.3(b); (dii) Each Investor shall have delivered to a copy of the Company Paying Agent Agreement duly executed by Parent; (iii) a copy of the Purchase Price for the Shares and the related Warrants being purchased Escrow Agreement duly executed by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyParent; and (eiv) All actions evidence reasonably satisfactory to the Company that the payments to be taken made by the Investors in connection Parent pursuant to Section 1.6(a) have been paid (or will be paid contemporaneously with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyClosing).

Conditions to Obligation of the Company. The obligations Company shall be obligated to perform the acts contemplated for performance by it under Article 1 only if each of the Company to enter into and perform its obligations under this Agreement are subject, following conditions is satisfied at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditionsDate, unless any one or more of which may be such condition is waived in writing by the Company: (a) The representations and warranties of the Investors Parent and Purchaser set forth in this Agreement shall Article 3 shall, individually and in the aggregate, be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date (with the same force and effect as though made again at and as of the Closing Date, except to the extent such for any representations and warranties are specifically made that address matters only as of a particular date, in date (which case such representations and warranties shall be remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date);) and except for changes required by this Agreement. (b) The Investors Parent and Purchaser shall have performed and complied with all of their covenants hereunder in all material respects through (without giving duplicative effect to any materiality qualification contained in the Closing, except applicable obligation) with all covenants and agreements contained in this Agreement required to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have be performed and or complied with all of such covenants in all respects through by them on or before the Closing;Closing Date. (c) Each Investor The Parent and Purchaser shall have executed each and delivered to the Company at and as of the Transaction Documents to which it is Closing a party certificate, duly executed by the Parent's and delivered the same Purchaser's Presidents and Chief Financial Officers, in form and substance reasonably satisfactory to the Company and the Company;'s counsel, certifying that to such officers' knowledge, the conditions specified in (a) and (b) have been satisfied. (d) Each Investor The Parent shall have delivered received the financing referred to the Company the Purchase Price in Section 3.4 or other financing sufficient for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant it to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyperform its obligations under this Agreement.

Conditions to Obligation of the Company. The obligations of the Company to enter into consummate the Merger and perform its obligations under the other transactions contemplated by this Agreement are subject, at the option of the Company, subject to the fulfillment on satisfaction (or waiver in writing by the Company at or prior to the Closing Date Date) of the following further conditions, any one or more of which may be waived by the Company: (a) The representations Each of Parent and warranties Merger Subsidiary shall have performed or complied with in all material respects all covenants, obligations and agreements hereunder required to be performed or complied with by it at or prior to the Closing Date. (b) (i) Each of the Investors set forth Fundamental Representations contained in Article 4 of this Agreement shall be true and correct in all material respects (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of such time (except to the extent other than such representations and warranties are specifically made that by their terms address matters only as of a particular dateanother specified time, in which case such representations and warranties shall be true and correct in all respects at and as of such datespecified time); ; and (bii) The Investors each of the representations and warranties of Parent and Merger Subsidiary contained in Article 4 of this Agreement (other than the Fundamental Representations) shall have performed be true and complied with all correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their covenants hereunder in all material respects through the Closingterms address matters only as of another specified time, which shall be true and correct at and as of such specified time), except as would not reasonably be expected to have a material adverse effect on Parent’s ability to consummate the extent that such covenants are qualified transactions contemplated by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;this Agreement. (c) Each Investor The Company shall have executed each received a certificate signed by an officer of Parent certifying as to Parent’s satisfaction of the Transaction Documents to which it is a party conditions set forth in Sections 9.03(a) and delivered the same to the Company;9.03(b). (d) Each Investor of Parent and the Escrow Agent shall have executed and delivered to the Company the Purchase Price for the Shares Escrow Agreement, and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andagreement shall be in full force and effect. (e) All actions to be taken by Each of Parent and the Investors in connection with consummation of Payment Agent shall have executed and delivered the transactions contemplated hereby and all payments, certificates, opinions, instrumentsPayment Agent Agreement, and other documents required to effect the transactions contemplated hereby such agreement shall be reasonably satisfactory in form full force and substance to effect. (f) Parent shall have executed and delivered the CompanyRepresentative Side Letter, and such agreement shall be in full force and effect.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder here under 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby here by and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby here by shall be reasonably satisfactory in form inform and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement ss.4 above, without regard to any materiality or Knowledge qualification set forth therein, shall be true and correct in all material respects at and as of the Closing Date Effective Time, except (except to the extent such A) for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be have been true and correct as of such date, subject to clause (B)) , and (B) where the failure of such representations and warranties taken together without regard to any materiality or Knowledge qualification set forth therein to be true and correct could reasonably be expected to have a Material Adverse Effect, with the same force and effect as if made on and as of the Effective Time; (bii) The Investors AAC 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” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the Transaction Documents transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts to which it is a party and delivered the same to the Companyhave any such judgment, order, decree, stipulation, injunction or charge vacated or reversed; (div) Each Investor AAC shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in ss.6(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer Requisite Stockholder Approval or the Requisite Super-Majority Stockholder Approval, as the case may be; (vi) the AAC Shareholder Agreement shall be in full force and effect; (vii) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of immediately available funds pursuant Governmental Bodies referred to in ss.3(d) above; (viii) the wire instructions provided by Company shall be reasonably satisfied that the CompanyMerger will be recorded as a recapitalization for financial reporting purposes; and (eix) All actions to be taken by the Investors in connection with consummation board of directors of the transactions contemplated hereby Company shall have received the Solvency Opinion. 40 To the extent permitted by applicable law, the Company may waive any condition specified in this ss.6(b) if it executes and all payments, certificates, opinions, instruments, and other documents required delivers to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance AAC written notice so stating at or prior to the CompanyClosing.

Conditions to Obligation of the Company. The obligations --------------------------------------- obligation of the Company to enter into and perform its obligations under effect the transactions contemplated by this Agreement are subject, at the option of the Company, shall be subject to the fulfillment on at or prior to the Closing Date of the following additional conditions, any one or more of which may be unless waived in writing by the CompanyCompany in accordance with Section 10.4 hereof: (a) The Buyer shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Investors set forth Buyer contained in this Agreement shall be true and correct in all material respects when made and on and at the Closing Date as of if made on the Closing Date (except to the extent such representations and warranties are specifically made as they expressly relate to the date of a this Agreement or any other particular date), in which case such representations and warranties the Company shall be true and correct as have received a certificate of such date);the President or Chief Executive Officer (or comparable officer) of Buyer, dated the Closing Date, to that effect. (b) The Investors Buyer shall have performed executed and complied with all delivered to JEDI the Warrant Agreement in substantially the form of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing;Exhibit A attached hereto. (c) Each Investor Buyer shall have executed each of the Transaction Documents to which it is a party and delivered to JEDI the same to Registration Rights Agreement in substantially the Company;form of Exhibit B attached hereto. (d) Each Investor The Company shall have delivered received the opinion of Xxxxxxx & Xxxxx L.L.P., counsel to the Company the Purchase Price for the Shares Buyer and the related Warrants being purchased by such Investor at Buyer Sub, dated the Closing by wire transfer Date, substantially in the form of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyExhibit C hereto.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the each Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the each Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the each Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the each Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform consummate the Closing is subject to the satisfaction or waiver by the Company of the following further conditions: (i) Visteon shall have performed in all material respects all of its obligations under this Agreement are subject, at the option of the Company, hereunder required to the fulfillment be performed by it on or prior to the Closing Date of Date, (ii) (A) the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Visteon contained in this Agreement Section 3.02 shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date and (except to the extent such B) all other representations and warranties are specifically made of Visteon contained in this Agreement and in any certificate or other writing delivered by Visteon pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of a particular date, in which case the Closing Date as if made at and as of such date (except that representations and warranties that relate to a specific date shall only be required to be true and correct as of such date);) except as would not, individually or in the aggregate, have a Material Adverse Effect, and (iii) the Company shall have received a certificate signed by the chief financial officer of Visteon to the foregoing effect. (b) The Investors Visteon shall have performed and complied received all consents, authorizations or approvals (with all of their covenants hereunder in all material respects through the Closing, except respect to the extent that transactions contemplated by this Agreement and the Visteon "B" Purchase Agreement) set forth on Schedule 7.02(b) in connection with the transactions contemplated by this Agreement or the Visteon "B" Purchase Agreement, in each case in form and substance reasonably satisfactory to the Company, no such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors consents, authorizations or approvals shall have performed been revoked, and complied with Visteon shall have delivered all of such covenants documents in all respects through connection therewith as the Closing;Company may reasonably request. (c) Each Investor Visteon shall have executed each received a final, full and indefeasible release of all Liens on the Transaction Documents to which it is a party Contributed Assets pursuant to, or created in connection with, the Visteon Credit Agreement, in form and delivered the same substance reasonably satisfactory to the Company;, and Visteon shall have delivered all documents in connection therewith as the Company may reasonably request. (d) Each Investor The Company shall have delivered received certification signed by Visteon to the Company effect that Visteon and each Subsidiary of Visteon contributing Contributed Assets under this Agreement either (i) is not a "foreign person" as defined in Section 1445 of the Purchase Price for Code or (ii) is not contributing any property that constitutes a United States real property interest as defined in Section 897 of the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andCode. (e) All There shall not have been, since the date of this Agreement, any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (f) The Company Maquila Programs shall have been authorized by the Mexico Ministry of Economy, have a customs broker listed before the Mexican customs authority, and be listed in both the General Importers Registry and Industry Specific Importers Registry, and there shall be no action or threatened action by any Governmental Authority to suspend, cancel or revoke any Company Maquila Program. (g) Visteon shall have performed the actions set forth on Schedule 7.02(g). (h) The Company shall have received all documents and instruments to be taken received by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required Company pursuant to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.Section 2.07(b). 50

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors Subsidiary set forth in this Agreement Section 4 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Date; (bii) The Investors Subsidiary 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” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the Transaction Documents to which it is a party and delivered the same to the Companytransactions contemplated by this Agreement; (div) Each Investor Subsidiary shall have delivered to the Company a certificate executed by its President to the Purchase Price for effect that each of the Shares conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects, along with copies of resolutions of Subsidiary’s Board of Directors authorizing this Agreement and the related Warrants being purchased by such Investor at transactions contemplated hereunder, in the Closing by wire transfer forms attached hereto as Exhibits B-2; (v) the Parties shall have received all necessary authorizations, consents, and approvals of immediately available funds pursuant governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (vi) Subsidiary shall have obtained any and all third party and governmental consents necessary to consummate the wire instructions provided by the Companytransactions contemplated hereby; and (evii) All all actions to be taken by the Investors Subsidiary in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into consummate the Closing and perform its obligations under this Agreement are subject, at the option of the Company, Merger is subject to the fulfillment on satisfaction or prior to the Closing Date waiver of the following conditions, any one or more further conditions as of which may be waived by the CompanyClosing: (a) The (i) Each of the representations and warranties of the Investors Buyer and Merger Sub set forth in Section 4.01 (Existence and Power) and Section 4.02 (Authorization) (disregarding all materiality and Material Adverse Effect or similar qualifications contained therein) shall be true and correct in all respects at and as of the Effective Time (except for any such representations and warranties that are made as of a specific date or time, which representations and warranties shall be true and correct in all respects at and as of such specific date or time), with, in the case of this clause (i), only de minimis exceptions, and (ii) each of the other representations and warranties of Buyer and Merger Sub contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time, as if made at and as of such time (except to the extent for any such representations and warranties that are specifically made as of a particular datespecific date or time, in which case such representations and warranties shall be true and correct in all respects at and as of such date);specific date or time) with, in the case of this clause (ii) only, such exceptions as would not, individually or in the aggregate, prevent Buyer’s or Merger Sub’s consummation of the transactions contemplated by the Transaction Documents. (b) The Investors Buyer and Merger Sub shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except all of their respective covenants and agreements hereunder required to be performed or complied with by them at or prior to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Effective Time. (c) Each Investor The Company shall have executed each received a certificate signed by an officer of the Transaction Documents to which it is a party and delivered the same Buyer to the Company;effect that the conditions set forth in Section 8.03(a) and Section 8.03(b) have been fulfilled. (d) Each Investor Buyer and Merger Sub shall have delivered all agreements and documents that are required to the Company the Purchase Price for the Shares and the related Warrants being purchased be delivered by such Investor at the Closing by wire transfer of immediately available funds them pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanySection 2.15(b).

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of Merger is subject to the satisfaction (or waiver by the Company, to the fulfillment on or prior to the Closing Date ) of the following conditions, any one or more of which may be waived by the Company: (a) The each of Parent and Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Investors set forth Parent and Purchaser contained in this Agreement that are qualified by “Material Adverse Effect” shall be true on and correct in all material respects as of the Closing Date closing date as if made on and as of such date (except other than to the extent that any such representations representation and warranties are specifically made as of warranty, by its terms, is expressly limited to a particular specific date, in which case such representations representation and warranties warranty shall be true and correct as of such date); ) and (bii) The Investors the representations and warranties of Parent and Purchaser contained in this Agreement that are not qualified by “Material Adverse Effect” shall have performed be true on and complied with all as of their covenants hereunder in all material respects through the Closing, except closing date as if made on and as of such date (other than to the extent that any such covenants are qualified representation and warranty, by terms such as “material” and “Material Adverse Effect,” its terms, is expressly limited to a specific date, in which case the Investors such representation and warranty shall have performed and complied with all be true as of such covenants date), except in the case of (ii) above for such failures to be true which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that notwithstanding anything to the contrary herein the representations and warranties of Parent and Purchaser contained in Section 5.08, shall be true and correct in all respects through the Closingand Section 5.02, shall be true and correct in all respects; (c) Each Investor no event has occurred or circumstance shall have executed each of come into existence, either individually or in the Transaction Documents aggregate, since the date hereof that has had or would reasonably be expected to which it is have a party Material Adverse Effect on Parent and delivered the same to the Companyits Subsidiaries, taken as a whole; (d) Each Investor the Company shall have delivered received a certificate signed on behalf of Parent by the President or Chief Executive Officer or Chief Financial Officer of Parent certifying as to the Company satisfaction of the Purchase Price for the Shares conditions contained in Sections 7.03(a) and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company(b); and (e) All actions to be taken by the Investors in connection with consummation Company shall have received the opinion of the transactions contemplated hereby and all paymentsFulbright & Xxxxxxxx L.L.P., certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Purchaser and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code. In rendering the opinion described in this Section 7.03(e), Fulbright & Xxxxxxxx L.L.P., shall have received and may rely upon the certificates and representations referred to in Section 6.16(b) hereof.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into consummate the Closing is subject to the satisfaction of the following further conditions: (a) (i) the representations and perform warranties of Buyer set forth in Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization) and Section 4.11 (Finder’s Fees), shall be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations or warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), and (ii) the representations and warranties of Buyer contained in this Agreement or in any certificate or other writing delivered by Buyer pursuant hereto (disregarding all materiality qualifications contained therein) shall be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations or warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with, in the case of this clause (ii) only, such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, prevent or delay beyond the End Date Buyer’s ability to consummate the transactions contemplated by this Agreement; (b) Buyer shall have performed in all material respects all of its obligations under this Agreement are subject, at the option of the Company, hereunder required to the fulfillment be performed by it on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing;Date; and (c) Each Investor the Company shall have received a certificate of Buyer, executed by an authorized officer of Buyer that each of the Transaction Documents to which it is a party conditions set forth in Section 6.03(a) and delivered the same to the Company; (dSection 6.03(b) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companybeen satisfied.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, Merger is subject to the fulfillment on satisfaction (or prior to waiver by the Closing Date Company in its sole discretion) of the following further conditions, any one or more of which may be waived by the Company: (a) The Each of the representations and warranties of the Investors Buyer and Merger Subs set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date (as if made at and as of the Closing Date, except to the extent that such representations and warranties are refer specifically made as of a particular to an earlier date, in which case such representations and warranties shall be have been true and correct as of such earlier date);, in each case except where the failure to be true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) would not reasonably be expected to have a Buyer Material Adverse Effect. (b) The Investors Buyer and Merger Subs shall have performed and or complied with all of their covenants hereunder in all material respects through the Closing, except with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Closing Date. (c) Each Investor The Company shall have executed received certificates signed on behalf of each of Buyer (by the Transaction Documents President of Buyer) and Merger Subs (by the President of each Merger Sub) certifying that the respective conditions relating to which it them set forth in Section 9.3(a) and (b) have been satisfied. (d) The Company shall have received an opinion from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, on the basis of representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Mergers, taken together, should be treated as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of Buyer, Merger Sub, Merger Sub II, the Company or others reasonably requested by such counsel. For the avoidance of doubt, such opinion shall acknowledge that, in determining whether the payment of the Merger Consideration and other relevant amounts pursuant to this Agreement satisfy the continuity of interest requirement of Treasury Regulation Section 1.368-1(e), the “signing date rule” of Treasury Regulation Section 1.368-1T(e)(2) (as utilized by Prop Reg. Section 1.368-1 pursuant to Notice 2010-25) shall be applicable to the valuation of the Stock Consideration. Furthermore, for the purpose of determining whether the payment of the Merger Consideration and other relevant amounts pursuant to this Agreement satisfy the continuity of interest requirement of Treasury Regulation Section 1.368-1(e), the opinion shall assume that at least forty percent (40%) of such amounts must be payable in Buyer Stock (as compared to cash or other consideration) in order for the Mergers to be treated as an integrated “reorganization” within the meaning of Section 368(a) of the Code. In the event that Paul, Hastings, Xxxxxxxx & Xxxxxx LLP is a party and delivered unwilling to provide such opinion, the Company shall accept such opinion from Xxxxxx, Xxxxx & Bockius LLP, if such firm will provide the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and. (e) All actions There shall not have occurred a Buyer Material Adverse Effect, and no event shall have occurred or circumstance exist that, in combination with any other events or circumstances, could reasonably be expected to be taken by have a Buyer Material Adverse Effect. (f) The Buyer shall have delivered a letter of credit in substitute for the Investors in connection with consummation FT-WD Letter of Credit or made other arrangements reasonably satisfactory to the Company to satisfy the obligations of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance Company pursuant to the CompanyCommonwealth Lease from and after the Effective Time.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, Closing is subject to the fulfillment on or prior to the Closing Date satisfaction of the following conditions, further conditions (all or any one or more of which may be waived by the Company:): (aA) The Seller shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it on or prior to the Closing Date and (B) the representations and warranties of the Investors set forth Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date (as if made at and as of such date except as expressly stated therein to the extent such representations and warranties are specifically have been made as of a particular date, in which case such representations and warranties shall be true and correct as the date of such date);this Agreement. (bii) The Investors stock certificates representing the Shares shall have performed and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have been delivered to the Company properly endorsed or accompanied by properly signed stock powers in form suitable for transfer to the Purchase Price for Company of all right, title and interest in the Shares and in accordance with the related Warrants being purchased by such Investor provisions hereof. (iii) The Company shall have received at the Closing by wire transfer of immediately available funds pursuant an opinion dated the Closing Date from Xxxxxx & Xxxxxxx LLP, counsel to Seller, in substantially the wire instructions provided by the Company; andform set forth in Exhibit A hereto. (eiv) All actions to be taken by The Company shall have obtained a loan, loans or credit availability from one or more financial institutions in the Investors in connection with consummation aggregate amount of at least $170,000,000 for the purposes of financing the purchase of the transactions contemplated hereby and all paymentsShares; the Company shall use its best efforts to obtain such a loan, certificatesloans or credit availability, opinions, instruments, and other documents required provided that the Company shall not be obligated to effect obtain any such loan or loans or credit availability on terms that are not within the transactions contemplated hereby shall be reasonably satisfactory in form and substance to present expectations of the Company. (v) The Company shall have received the requisite written consents to the purchase by the Company of the Shares under the documents listed on Schedule 1. (vi) The purchase of the Shares by the Company shall be in compliance with Section 302A.551 of the Minnesota Business Corporation Act. (vii) No certificate shall have been delivered by Seller under Article 5 which establishes that the representation and warranties of Seller contained in this Agreement are untrue in any material respect.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by him in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement ARTICLE 4 above shall be true true, correct and correct complete in all material respects at and as of the Closing Date date (except and any representation or warranty that is qualified as to the extent such representations and warranties are specifically made as of a particular date, materiality in which case such representations and warranties ARTICLE 4 shall be true and correct as deemed to be without such qualification for purposes of such datethe foregoing); (b) The Investors Buyer shall have performed and complied with all of their its covenants and agreements 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor No action, suit, or proceeding shall have executed each be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the Transaction Documents transactions contemplated by this Agreement; or (ii) cause any of the transactions contemplated by this Agreement to which it is a party and delivered the same to the Companybe rescinded following consummation; (d) Each Investor The Buyer shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant a Buyer's Certificate to the wire instructions provided by effect that each of the Company; andconditions specified above in SECTION 7.2(a)-(c) is satisfied; (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company; and (f) The Buyer shall have executed and delivered such other instruments and agreements as the Company shall have reasonably requested. The Company may waive any condition specified in this SECTION 7.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement consummate the transactions that are subject, to be consummated at the option Closing is subject to the satisfaction, as of the CompanyClosing Date, to the fulfillment on or prior to the Closing Date of the following conditions, further conditions (any one or more of which may be waived by the Company:Company in whole or in part): (a) The Each of the representations and warranties of the Investors Parent set forth in this Agreement shall be true and correct in all respects, except where the failure to be so true and correct, individually or in the aggregate, does not and would not reasonably be expected to have a material respects adverse effect on Parent’s ability to perform its obligations under this Agreement and to consummate the Contemplated Transactions, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties are specifically made speak as of a particular another date). (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by Parent at or prior to the Closing Date. (c) Parent shall have delivered, or cause to be delivered, to the Company the following: (i) Estimated Adjusted Merger Consideration as set forth in which case such representations and warranties shall be true and correct as of such dateSection 3.02(a); (bii) The Investors shall have performed the Certificate of Merger, duly executed by Merger Sub and complied with all of their 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 Investors shall have performed and complied with all of such covenants in all respects through the ClosingParent; (ciii) Each Investor shall have executed a certificate signed by an officer of Parent certifying that each of the Transaction Documents to which it is a party conditions specified in subsections (a) and delivered the same to the Company(b) of this Section 7.03 have been satisfied; (div) Each Investor shall have delivered evidence reasonably satisfactory to the Company that the Purchase Price transactions contemplated by the Contribution Agreements, including the issuance of Parent TopCo Common Stock in exchange for the Shares Contributed Company Common Stock, will be consummated at the Effective Time; (v) the Escrow Agreement, executed by Parent; (vi) the Binder Agreement, executed by Parent and the related Warrants being purchased by such Investor at R&W Insurer, evidencing that coverage under the R&W Insurance Policy was bound as of the date of this Agreement, shall be in full force and effect; (vii) certificates of good standing for Parent and Merger Sub issued as of a date not more than 10 days prior to the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided Date by the Companyappropriate Governmental Entity (e.g., Secretary of State) of their respective jurisdictions of formation; and (eviii) All a certificate of the Secretary of Parent and Merger Sub certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of Parent’s and Merger Sub’s Organizational Documents, and (2) all requisite resolutions or actions to be taken by of Parent’s and Merger Sub’s board of directors approving the Investors in connection with execution and delivery of this Agreement, the other Collateral Agreements and the consummation of the transactions contemplated hereby and all payments, certificates, opinions, instrumentsContemplated Transactions, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance (B) as to the Companyincumbency and signatures of the officers of Parent and Merger Sub executing this Agreement and any other Collateral Agreement or other document, certificate or instrument relating to the Contemplated Transactions.

Conditions to Obligation of the Company. The obligations obligation of the Company hereunder to enter into and perform its obligations under this Agreement are subject, at purchase the option of the Company, Assets is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The accuracy in all material respects of all of the representations and warranties of the Investors set forth in Seller under this Agreement shall be true and correct in all material respects as the non-occurrence of any event which, with notice or the Closing Date (except to the extent such representations and warranties are specifically made as passage of time, would constitute a particular date, in which case such representations and warranties shall be true and correct as of such date)default under this Agreement; (b) The Investors Company shall have performed received, or the Company's attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents (collectively, the "Closing Documents") in such forms as are agreed upon and complied with all of their covenants hereunder in all material respects through the Closing, except acceptable to the extent that such covenants are qualified Company, duly executed by all signatories other than the Company as required pursuant to the respective terms such as “material” and “Material Adverse Effect,” thereof: Sales Agreement 13 (i) An Assignment of Assets substantially in which case the Investors shall have performed and complied with all form of such covenants in all respects through the ClosingExhibit A hereto; (cii) Each Investor shall have executed An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 9(f) below, each of the Transaction Documents to which it is a party and delivered the same shall be acceptable to the Company; , its counsel, the Seller, its counsel, and [ ] and [ ] and together with [ ], the "Rating Agencies") (d) Each Investor it being understood that such opinions shall have delivered expressly provide that the Trustee shall be entitled to the Company the Purchase Price for the Shares and the related Warrants being purchased by rely on such Investor at the Closing by wire transfer Opinions of immediately available funds pursuant to the wire instructions provided by the CompanyCounsel); and (eiii) All actions to be taken by From Price Waterhouse LLP, certified public accountants, two letters, (i) one dated the Investors in connection with consummation date of the transactions contemplated hereby Underwriting Agreement and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company and counsel for the Company to the effect that such accountants have performed certain specified procedures as a result of which they have determined that the Assets listed on Schedule IA and Schedule IB hereto conform with the description thereof in the Prospectus Supplement under "The Asset Pool" and that a sampling of the Asset Files relating to the Assets conforms with the information contained on the asset data file tape upon which the information in the Prospectus Supplement under the caption "The Asset Pool" was based; and (ii) the other letter dated the Closing Date and satisfactory in form and substance to the Company and counsel for the Company, reconfirming or updating the letter described in clause (i) above and to the further effect that such accountants have performed certain procedures as a result of which they have determined that the Assets listed on Schedule IA and Schedule IB to the Pooling and Servicing Agreement conform with the description thereof in the Prospectus Supplement under the caption "The Asset Pool," and covering such other matters relating to the Trust as the Company may reasonably request; (c) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller to the Trustee or Custodian, as appropriate, and the Mortgage Note endorsed to the Trustee or Custodian, as appropriate, with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Company or its designee; (d) Compliance by the Seller with all other terms and conditions of this Agreement; (e) The purchase by the Underwriters of the Offered Certificates pursuant to the terms of the Underwriting Agreement; and (f) The receipt of written confirmation from (i) [ ] and [ ] that each has assigned ratings of "___" to the Class A-_, Class A-_, Class A-_, Class A-_ and Class A-_ Certificates, of at least "___" to the Class B-_ Certificates and of at least "___-" to the Class B-_ Certificates; Sales Agreement 14 (ii) [ ] that it has assigned a rating of "__" to the Class A-_ Certificates and (iii) [ ] that it has assigned a rating of "__-" to the Class A-_ Certificates.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The representations There shall not have been a breach of a representation and warranties of the Investors warranty set forth in this Agreement shall be true Section 3 in any respect at and correct in all material respects as of the Closing Date (except to Date, which has not been waived by the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Company; (b) The Investors Strategica shall have performed and complied compiled 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” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor The Performance Condition shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Companybeen satisfied; (d) Each Investor No action, suit, or proceeding shall have delivered be pending or threatened before any Governmental Entity which would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Strategica to exercise its rights with respect to the Company the Purchase Price for the Shares Preferred Stock (and the related Warrants being purchased by no such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andinjunction, judgment, order, decree, ruling, or charge shall be in effect); (e) All actions to be taken by the Investors Strategica in connection with consummation of the transactions contemplated hereby and all payments, certificatescertifies, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company; CTI/Strategica Preferred Stock Agreement 1/17/2005 (f) Strategica shall have delivered to the Company a certificate signed by its Chief Executive Officer to the effect that each of the conditions specified above in (a) and (b) of this Section 6.2 is satisfied in all respects; The Company may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by them in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement Section 4 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations as though made on and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)the Closing Date; (bii) The Investors the Buyer shall have materially performed and complied with all of their its covenants hereunder in all material respects through the Closing, except required to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have be performed and complied with all of such covenants in all respects through by it at or prior to the Closing; (ciii) Each Investor there shall have executed each not be any injunction, judgment, order, decree or ruling in effect preventing consummation of any of the Transaction Documents to which it is a party and delivered the same to the Companytransactions contemplated by this Agreement; (div) Each Investor Buyer shall deliver to Company a certificate dated as of the Closing certifying that the conditions set forth in Sections 7(b)(i), 7(b)(ii) and 7(b)(iii) have been satisfied; (v) Buyer shall have delivered tendered to the Company the Purchase Price for and delivered all documents reasonably required hereunder to complete the Shares sale and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by Purchased Assets; (vi) the Company’s Board of Directors and all of its shareholders shall have approved the transaction contemplated by this Agreement; (vii) the Buyer shall have entered into the Lease Agreements; and (eviii) All actions Buyer shall have executed and/or delivered to be taken by the Investors in connection with consummation of the transactions contemplated hereby and Company all payments, certificates, opinions, instruments, and such other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory requested by Company or its counsel. The Company may waive in form and substance writing any condition specified in this Section 7(b) at or prior to the CompanyClosing or on the Closing Date.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement ss.4 above, without regard to any materiality or Knowledge qualification set forth therein, shall be true and correct in all material respects at and as of the Closing Date Effective Time, except (except to the extent such A) for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be have been true and correct as of such date, subject to clause (B)) , and (B) where the failure of such representations and warranties taken together without regard to any materiality or Knowledge qualification set forth therein to be true and correct could reasonably be expected to have a Material Adverse Effect, with the same force and effect as if made on and as of the Effective Time; (bii) The Investors AAC 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” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the Transaction Documents transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts to which it is a party and delivered the same to the Companyhave any such judgment, order, decree, stipulation, injunction or charge vacated or reversed; (div) Each Investor AAC shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in ss.6(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer Requisite Stockholder Approval or the Requisite Super-Majority Stockholder Approval, as the case may be; (vi) the AAC Shareholder Agreement shall be in full force and effect; (vii) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been terminatxx xxx xxx Xxxxxxs shall have received all other authorizations, consents, and approvals of immediately available funds pursuant Governmental Bodies referred to in ss.3(d) above; (viii) the wire instructions provided by Company shall be reasonably satisfied that the CompanyMerger will be recorded as a recapitalization for financial reporting purposes; and (eix) All actions to be taken by the Investors in connection with consummation board of directors of the transactions contemplated hereby Company shall have received the Solvency Opinion. 40 To the extent permitted by applicable law, the Company may waive any condition specified in this ss.6(b) if it executes and all payments, certificates, opinions, instruments, and other documents required delivers to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance AAC written notice so stating at or prior to the CompanyClosing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into effect the Merger shall be subject to the fulfillment or waiver at the Effective Time of the following additional conditions: (a) Buyers and perform its the Merger Sub shall have performed in all material respects the covenants and obligations required to be performed by them under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company:Effective Time; (ab) The representations and warranties of Buyers and the Investors set forth Merger Sub contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date Effective Time as if made on and as of such date (except to the extent that any such representations and warranties are specifically representation or warranty had by its terms been made as of a particular date, specific date in which case such representations and warranties representation or warranty shall be have been true and correct as of such specific date); (bc) The Investors Company shall have performed and complied with all received a certificate signed by the general partner of their covenants hereunder in all material respects through the Closing, except each Buyer to the extent that such covenants are qualified by terms such as “material” effect of Sections 6.3(a) and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;b); and (d) Each Investor The Company shall have delivered obtained financing from The CIT Group/Commercial Services, Inc. ("CIT") on the terms contemplated by the letter agreement, dated May 10, 1999 (the "CIT Agreement"), between CIT and Xxxxxx Xxx Marketing, Inc. or, if such financing is not available, financing from a third party in such amounts and on terms comparable to the terms set forth in the CIT Agreement, or, if such financing is not available, financing from Three Cities Research, Inc. or one of its affiliates (if offered by such Persons at their option) on terms reasonably satisfactory to the Company and in such amount as is necessary to fund the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyaggregate Merger Consideration.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Merger shall be subject to the fulfillment on or prior to waiver at the Closing Date Effective Time of the following additional conditions, any one or more of which may be waived by the Company: (a) The the Parent and the Merger Sub shall have performed in all material respects the covenants and obligations required to be performed by them under this Agreement at or prior to the Effective Time; (b) the representations and warranties of the Investors set forth Parent and the Merger Sub contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time as if made on and as of such date (except to the extent that any such representations and warranties are specifically representation or warranty had by its terms been made as of a particular specific date, in which case such representations and warranties representation or warranty shall be have been true and correct as of such specific date); (bc) The Investors the Company shall have performed and complied with all received a certificate signed by an executive officer of their 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 Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party Parent and delivered the same Merger Sub to the Company;effect of Sections 6.3(a) and (b); and (d) Each Investor Parent shall have delivered furnished the Company with an opinion, dated the Closing Date, of Dewex Xxxxxxxxxx XXX, counsel to the Parent ("Parent's Counsel"), in form and substance satisfactory to the Company and its counsel, to the Purchase Price for effect that: (i) Parent is a corporation duly incorporated, validly existing and in corporate good standing under the Shares laws of the State of Delaware; (ii) each of Parent's Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (iii) Parent and each of its subsidiaries has the corporate power to carry on its businesses as they are being conducted on the Closing Date; (iv) immediately prior to the Effective Time, the authorized and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant issued and (to the wire instructions provided by knowledge of such counsel) outstanding capital stock of the Company; andParent consists of the shares specified in Section 4.2 (except as the same may have changed after the date hereof in compliance with this Agreement), and such issued and outstanding shares are validly issued and outstanding, fully paid and non-assessable; (ev) All actions Parent has taken all required corporate action to be taken approve and adopt this Agreement and the Merger and this Agreement is a valid binding obligation of Parent enforceable against Parent in accordance with its terms, subject as to enforcement to bankruptcy, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (vi) the execution and delivery of this Agreement by Parent do not, and the Investors in connection with consummation of the transactions contemplated hereby by this Agreement by Parent will not, constitute (i) a breach or violation of, or a default under, the Charter or by-laws of Parent or any of its Subsidiaries, or (ii) to the knowledge of such counsel, a breach, violation or impairment of, or a default under, any judgment, decree, order, statute, law, ordinance, rule or regulation then in effect known to such counsel to be applicable to Parent or any of its Subsidiaries or its respective properties, or any material agreement, indenture, mortgage, lease or other instrument of Parent or any of its Subsidiaries or to which Parent or any of its Subsidiaries is subject and in each case known to such counsel; (vii) all filings required to be made by Parent prior to the Effective Time with, and all paymentsconsents, certificatesapprovals, opinions, instruments, and other documents permits or authorizations required to effect be obtained by Parent prior to the Effective Time from, governmental and regulatory authorities of the United States and the State of Delaware in connection with the execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby by this Agreement by Parent, have been so made or obtained, as the case may be. (e) Parent shall be reasonably satisfactory in form have executed the Escrow Agreement, the Put Option Agreement, the Registration Rights Agreement and substance to the CompanyAssignment Agreement.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The if the Company has elected the Delivery Systems Spinoff (and the Delivery Systems Dispositions have not occurred), the S-4 Registration Statement shall have become effective under the Securities Act and the Delivery Systems Spinoff shall have occurred; (b) the representations and warranties of the Investors set forth in this Agreement Article IV above that are not qualified as to materiality shall be true and correct in all material respects at and as of the Closing Date (except to the extent and such representations and warranties that are specifically made qualified as of a particular date, in which case such representations and warranties to materiality shall be true and correct as of such date)the Closing Date; (bc) The Investors each of the Buyer and the Merger Subsidiary 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” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor there shall not be any judgment, nonappealable order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (e) each of the Buyer and the Merger Subsidiary shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in Section 6.2(b)-(d) is satisfied in all respects; (f) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andCompany Stockholder Approval; (eg) All all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and the EU Competition Laws shall have expired or otherwise been terminated and any required approvals shall have been obtained and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.4 and Section 4.4 above; (h) all actions to be taken by the Investors Buyer and the Merger Subsidiary in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company.. The Company may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing. 57

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The the representations and warranties of the Investors set forth in this Agreement Article 3 that are qualified as to materiality shall be true and correct, and the representations and warranties set forth in Article 3 that are not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on and as of the Closing Date (except provided that, to the extent that any such representations and warranties are specifically made representation or warranty speaks as of a particular specified date, in which case such representations and warranties shall it need only be true and correct as of such specified date); (b) The Investors the Acquiring Companies shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except and shall have paid the Merger Consideration to the extent that such covenants are qualified by terms such Paying Agent as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closingrequired hereunder; (c) Each Investor no action suit or proceeding before any Governmental Entity shall have executed each been commenced or threatened, and no investigation by any Governmental Entity shall have been commenced, against the Acquiring Companies or the Company or any of their respective Affiliates, officers or directors (in such capacity) seeking to restrain, prevent or change the Merger, or questioning the validity or legality of the Transaction Documents Merger, or seeking damages in connection with, or imposing any condition on, the Merger; provided, however, that neither of the following shall impede the Closing: (i) any such action, suit or proceeding by LTC Properties, Inc. or any of its Affiliates or (ii) any stockholder litigation arising from allegations of breach of fiduciary duty relating to which it is a party and delivered the same to the Companythis Agreement, except for such litigation set forth on Schedule A; (d) Each Investor the Acquiring Companies shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant a certificate to the wire instructions provided by effect that each of the Companyconditions specified above in Sections 7.2(a) through (c) is satisfied; (e) Stockholder Approval shall have been obtained; (f) all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (g) the Parties shall have received all other authorizations, consents, and approvals of Governmental Entities referred to in Section 3.3, other than those the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; and (eh) All all actions to be taken by the Investors Acquiring Companies in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be have been reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this Section 7.2.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of Merger is subject to the satisfaction (or waiver by the Company, to the fulfillment on or prior to the Closing Date ) of the following conditions, any one or more of which may be waived by the Company: (a) The each of Parent and Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Investors set forth Parent and Purchaser contained in this Agreement that are qualified by “Material Adverse Effect” shall be true on and correct in all material respects as of the Closing Date closing date as if made on and as of such date (except other than to the extent that any such representations representation and warranties are specifically made as of warranty, by its terms, is expressly limited to a particular specific date, in which case such representations representation and warranties warranty shall be true and correct as of such date); ) and (bii) The Investors the representations and warranties of Parent and Purchaser contained in this Agreement that are not qualified by “Material Adverse Effect” shall have performed be true on and complied with all as of their covenants hereunder in all material respects through the Closing, except closing date as if made on and as of such date (other than to the extent that any such covenants are qualified representation and warranty, by terms such as “material” and “Material Adverse Effect,” its terms, is expressly limited to a specific date, in which case the Investors such representation and warranty shall have performed and complied with all be true as of such covenants date), except in the case of (ii) above for such failures to be true which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that notwithstanding anything to the contrary herein the representations and warranties of Parent and Purchaser contained in Section 5.08, shall be true and correct in all respects through the Closingand Section 5.02, shall be true and correct in all respects; (c) Each Investor no event has occurred or circumstance shall have executed each of come into existence, either individually or in the Transaction Documents aggregate, since the date hereof that has had or would reasonably be expected to which it is have a party Material Adverse Effect on Parent and delivered the same to the Companyits Subsidiaries, taken as a whole; (d) Each Investor the Company shall have delivered received a certificate signed on behalf of Parent by the President or Chief Executive Officer or Chief Financial Officer of Parent certifying as to the Company satisfaction of the Purchase Price for the Shares conditions contained in Sections 7.03(a) and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company(b); and (e) All actions to be taken by the Investors in connection with consummation Company shall have received the opinion of the transactions contemplated hereby and all paymentsFulbright & Jxxxxxxx L.L.P., certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Purchaser and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code. In rendering the opinion described in this Section 7.03(e), Fulbright & Jxxxxxxx L.L.P., shall have received and may rely upon the certificates and representations referred to in Section 6.16(b) hereof.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Merger is also subject to the fulfillment on satisfaction or waiver by the Company at or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The There shall not exist inaccuracies in the representations and warranties of Parent and Purchaser set forth in this Agreement such that the Investors aggregate effect of such inaccuracies has, or could reasonably be likely to have, a material adverse effect on Parent's or Purchaser's ability to consummate the Merger and the other transactions contemplated herein; provided that, for purposes of this sentence only, those representations and warranties that are qualified by references to "material" shall be deemed not to include such qualifications. For purposes of this Section 6.3(a), the accuracy of the representations and warranties of Parent and Purchaser set forth in this Agreement shall be true assessed as of the date of this Agreement and correct in all material respects as of the Closing Date (except to the extent such provided that representations and warranties that are specifically made as of confined to a particular date, in which case such representations and warranties specified date shall be true and correct speak only as of such date);. (b) The Investors Each of Parent and Purchaser shall have performed and complied with all of their covenants hereunder in all material respects through all obligations required to be performed by it under this Agreement at or prior to the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;. (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor Parent shall have delivered to the Company (i) a certificate, dated as of the Purchase Price for Closing and signed on its behalf by a duly authorized officer, to the Shares effect that the conditions set forth in Section 6.1 as relates to Parent and Purchaser and in Section 6.3(a) and 6.3(b) have been satisfied, and (ii) certified copies of resolutions duly adopted by the Board of Directors of Purchaser and Purchaser's sole stockholder evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the Merger and the other transactions contemplated hereby herein, all in such reasonable detail as the Company and all paymentsits counsel shall request. (d) The Company shall have received an opinion of Xxxxxx & Bird, certificatesLLP, opinionscounsel to the Parent, instrumentsdated as of the date of Closing, and other documents required to effect the transactions contemplated hereby shall be in form reasonably satisfactory in form and substance to the Company., as to the matters set forth in EXHIBIT C.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement effect the Merger are subjectsubject to the satisfaction, at the option of the Company, to the fulfillment on or prior to the Closing Date Closing, of each of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors Buyer set forth in this Section 3.1 (Due Organization) and 3.3 (Authority; Binding Nature of Agreement) of the Agreement shall be true and correct have been accurate in all material respects as of the date of the Agreement, and shall be accurate in all material respects at and as of the Closing Date as if made on and as of such date (except to it being understood that, for purposes of determining the extent accuracy of such representations and warranties are specifically made as of a particular datewarranties, (i) all materiality qualifications contained in which case such representations and warranties shall be true disregarded and correct (ii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date);. (b) The Investors representations and warranties of Buyer set forth in the Agreement (other than those referred to in Section 6.3(a) above) shall have been accurate in all respects as of the date of the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made on and as of such date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Buyer Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all materiality qualifications contained in such representations and warranties shall be disregarded and (ii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date). (c) Buyer shall have performed and or complied with all of their covenants hereunder in all material respects through with any covenant or obligation that Buyer is required to comply with or to perform under the Closing, except Agreement prior to the extent that Closing Date, or, if not complied with or performed in all material respects, such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors noncompliance or failure to perform shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;been cured. (d) Each Investor Since the date of this Agreement, there shall not have delivered occurred any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andhave a Buyer Material Adverse Effect. (e) All actions to be taken The Company shall have received certificates executed on behalf of Buyer by the Investors chief executive officer or chief financial officer of Buyer, certifying that the conditions set forth in connection with Sections 6.3(a), (b), (c) and (d) have been satisfied. (f) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated hereby and all paymentsMerger, certificatesnor shall any action have been taken, opinionsor any Legal Requirement or order promulgated, instrumentsentered, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance enforced, enacted, issued or deemed applicable to the CompanyMerger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Merger; provided, however, that the Company shall not be permitted to invoke this Section 6.3(f) unless it shall have taken all actions required under this Agreement to have any such order lifted.

Conditions to Obligation of the Company. The obligations of Company's obligation to sell and issue the Company Preferred Stock to enter into and perform its obligations under this Agreement are subject, you at the option of the Company, Closing is subject to the fulfillment to the Company's reasonable satisfaction on or prior to the Closing Date of the following conditions, conditions (any one or more of which may be waived by may, at the Company:'s discretion, be waived): (a) The representations and warranties of the Investors set forth made by you in this Agreement Section 4 hereof shall be true and correct in all material respects as of the Closing Date (except to the extent such representations when made, and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of such said date);. (b) The Investors applicable conditions to the Tender Offer shall have performed been either fulfilled or waived and complied with all of their covenants hereunder in all material respects through the Closing, except tenders received pursuant to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors Tender Offer shall have performed and complied with all been accepted for no less than 1,700,000 shares of such covenants in all respects through the Closing;Company's Common Stock. (c) Each Investor There shall have executed each be no action, suit, investigation or proceeding pending or threatened against or affecting the Company, any of its properties or rights, or any of its affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin or prevent the consummation of or otherwise affect any of the Transaction Documents transactions contemplated by this Agreement or the Stockholders Agreement, or (ii) questions the validity or legality of any such transactions or seeks to which it is a party recover damages or to obtain other relief in connection with any such transactions, and delivered the same to the Company;there shall be no valid basis for any such action, proceeding or investigation. (d) Each Investor No Change in Control Event (as defined in Section 7.2 below) shall have delivered occurred; provided, however, that this condition shall be deemed to have been satisfied if the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andcondition set forth in Section 5.2(b) shall have been fulfilled. (e) All actions The Company shall not have become aware of any facts that are or may be materially adverse with respect to be taken by the Investors in connection with consummation value of the Company which, due to the fiduciary obligations of the Company's Board of Directors or otherwise, the Company's Board of Directors determines that the transactions contemplated hereby and all paymentsby this Agreement are not in the best interests of the Company's stockholders; provided, certificateshowever, opinions, instruments, and other documents required to effect the transactions contemplated hereby that this condition shall be reasonably satisfactory deemed to have been satisfied if the condition set forth in form and substance to the CompanySection 5.2(b) shall have been fulfilled.