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

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) i. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) . the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) . the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) v. the Buyer and the Parent Assignment Application shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed been approved by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee a Final Order of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) FCC and the Sellers shall have received from counsel all governmental approvals required to the Buyer an opinion transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDisclosure Schedule; (x) vi. the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerNoncompetition Agreement; and (xii) vii. all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) each of the Buyer Assignment Applications shall have been approved by a Final Order of the FCC and the Parent Buyers shall have delivered received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyDisclosure Schedule; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerPostclosing Agreement; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the cash portion of the Purchase Price shall be delivered and paid by the Buyer to Sellers in accordance with ss.2(b) hereof; (ii) immediately available funds in the aggregate amount of Six Hundred and Thirty Five Thousand, Two Hundred and Ninety One and 99/100 Dollars ($635,291.99) (and in addition to the cash portion of the Purchase Price) shall have been delivered by Buyer to the Company and the Company shall have, in turn, delivered such aggregate amount to those employees of the Company entitled to receipt thereof under the Retention Bonus Agreements as the first installment of their respective retention bonus, allocable among them in accordance with the Retention Bonus Agreements; (iii) each of the Convertible Promissory Notes shall have been duly executed and delivered by the Buyer to the Sellers and shall be in full force and effect; (iv) each of the Retention Bonus Agreements shall have been duly executed by each of the Company and the Buyer and delivered by the Company and the Buyer to the appropriate employees thereunder, and each of the same shall be in full force and effect; (v) the representations and warranties of the Buyer and the Parent set forth in (Sss.3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (iivi) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiivii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivviii) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate, duly executed by Buyer's President, to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.7(b)(v)-(vii) is satisfied in all respects; (vix) the Buyer and the Parent Company shall have delivered entered into: an Employment Agreement with Xxxx X. Manta in the form of Exhibit E-1 attached hereto; an Employment Agreement with Xxxxxxx X. Xxxxxx in the form of Exhibit E-2 attached hereto; and Employment Agreement with Xxx X. Manta in the form of Exhibit E-3 attached hereto; an Employment Agreement with Xxxxx XxXxxxx in the form of Exhibit E-4 attached hereto; an Employment Agreement with Xxx Xxxxxxxxx in the form of Exhibit E-6 attached hereto, an Employment Agreement with Xxxx Xxxxxxxxx in the form of Exhibit E-7 attached hereto and a Consulting Agreement with Xxxxxx X. Manta in the form of Exhibit L attached hereto, together with a severance Letter Agreement from the Company to Xxxxxx X. Manta in which the Company agrees (A) for a period of twelve (12) months from the Closing Date: (i) to continue, at the Company's expense, the medical and disability benefits provided to him by the Company as of the date hereof and (ii) to provide him, at the Company's expense, with an automobile or similar benefit substantially equivalent to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein automobile provided to be executed him by the Buyer Company as of the date hereof and Parent(B) to allow Xxxxxx X. Manta, respectively;to the extent permissible under any of the then applicable medical and disability plans maintained by the Company, to continue to participate in such plans, provided that if Xxxxxx X. Manta is no longer engaged by the Company as a consultant, he shall reimburse the Company on a monthly basis for all premiums for such benefits. (vix) the Buyer shall have (a) obtained the full duly executed and final releases of Xxxxxxx'x guarantee issued each of the CitiBank Debt or (bStock Option Agreements in form and substance as set forth in Exhibit C attached hereto, to the employees of the Company as specified in ss.6(k) paid hereof, and the same shall be in full the CitiBank Debtforce and effect; (viixi) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition lineentered into a Registration Rights Agreement with each of the Sellers in form and substance as set forth in Exhibit G attached hereto, and the same shall be in full force and effect; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixxii) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit I attached hereto, addressed to the Sellers, and dated as of the Closing Date containing Date, subject to such assumptions and qualifications changes as may be reasonably made by the legal opinion committee of counsel to Buyer, which changes shall be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory counsel to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiixiii) the Sellers shall have received a Guaranty of American Eco Corporation of the payment obligations of Buyer under the Retention Bonus Agreements and the Convertible Promissory Notes, in the form of Exhibit J attached hereto (the "Guaranty") and the same shall be in full force and effect; and (xiv) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to be provided by the Buyer in order to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerRequisite Sellers. The Requisite Sellers may waive any condition specified in this ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) i. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) . the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) . the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) v. each of the Buyer Assignment Applications shall have been approved by a Final Order of the FCC and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Buyers shall have received from Senior Lender approval all governmental approvals required to fund this transaction under its acquisition linetransfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) vi. all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respects; (v) each of the Buyer and the Parent Transfer Applications shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed been approved by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee a Final Order of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) FCC and the Buyer shall have received from Senior Lender approval all governmental approvals required to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDisclosure Schedule; and (xiivi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers 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 Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent Transfer Application shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed been approved by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee a Final Order of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) FCC and the Buyer shall have received from Senior Lender approval all governmental approvals, if any, required to fund this transaction under its acquisition linetransfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixvi) the Sellers shall have received from legal counsel to the Buyer an opinion with respect to the matters set forth in the Exhibit D-4 attached hereto or such other form of EXHIBIT F-2 hereto and reasonably acceptable satisfactory to both the Buyer and the Sellers, addressed to the Sellers, Sellers and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDate; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all agreements, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory executed and ready for delivery at Closing in form and substance reasonably satisfactory to the SellerSellers. The Sellers may waive any condition specified in this Section 6(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Initial Closing or, if applicable, the Second Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Initial Closing Date or, if applicable, the Second Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Initial Closing or, if applicable, the Second Closing;; and (iii) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all . All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 6(b) by executing a writing so stating at or prior to the Initial Closing or, if applicable, the Second Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (c) All applicable waiting periods (and no such injunction, judgment, order, decree, ruling, any extensions thereof) will have expired or charge shall be in effect); (iv) the Buyer otherwise been terminated and the Parent shall parties hereto will have delivered to the Seller certificates to the effect that each received all other authorizations, consents and approvals of the conditions specified above all Governmental Entities in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing connection with the execution, delivery and performance of this Agreement and all documentsthe transactions contemplated hereby. (d) No temporary, instruments and agreements contemplated herein to preliminary or permanent restraining Order preventing the consummation of the Acquisition will be executed by in effect. (e) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any Governmental Entities, lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and Parent, respectively;all necessary forms required when applying for and securing any necessary transfers. (vif) the Buyer shall have (a) obtained the full and final releases Each of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to entered into an employment agreement with the Buyer an opinion Buyer. The employment agreements will contain such material terms and conditions as set forth in the form of EXHIBIT F-2 Exhibit D attached hereto and reasonably acceptable to both the Buyer incorporated herein by this reference, together with any other terms and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications conditions as may be reasonably acceptable to mutually agreed by the Seller's legal counsel;Parties. (xg) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent Purchaser shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) the Purchaser shall have made all filings, give all notices and procure all of the third party consents and authorizations specified in Section 3(b)(ii) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivv) the Buyer Purchaser shall have executed and delivered the Parent Service Agreement to the Sellers; (vi) the Purchaser shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiivii) all actions to be taken by the Buyer Purchaser in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 6(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) i. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) . the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) . the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) v. each of the Buyer Assignment Applications shall have been approved by a Final Order of the FCC and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Buyers shall have received from Senior Lender approval all governmental approvals required to fund this transaction under its acquisition linetransfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (viii) vi. the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerPostclosing Agreement; and (xii) vii. all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them the Sellers in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) each of the Buyer Assignment Applications shall have been approved by a Final Order of the FCC and the Parent Buyers shall have delivered received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyDisclosure Schedule; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerPostclosing Agreement; and (xiivii) all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. In the event that any of the foregoing conditions to the Closing shall not have been satisfied, as of the Closing Date the Sellers shall provide written notice to the Buyers of the specific condition(s) that have not been satisfied and the Closing shall be postponed until they are satisfied, provided, however, that if the conditions so specified are not satisfied within ten (10) days after Sellers' notice is received, the Sellers may elect to (A) terminate this Agreement without liability to the Buyers, or (B) consummate the transactions contemplated herein despite such failure. If the Sellers elect to consummate the transactions described herein, not withstanding a breach of any provision of this Agreement by the Buyers (including, without limitation, any breach arising as a result of the failure of the Buyers to execute and/or deliver any item described in this Section 5(a)), the Sellers may seek appropriate remedies for any and all damages, costs and expenses incurred by the Sellers by reason of such breach including, without limitation, indemnification pursuant to Section 7(c), below.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) i. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) . the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) . the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) v. the Buyer Assignment Application shall have been approved by a Final Order of the FCC and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Buyers shall have received from Senior Lender approval all governmental approvals required to fund this transaction under its acquisition linetransfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Disclosure Schedule; (viii) vi. the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerPostclosing Agreement; and (xii) vii. all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them the Sellers in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate (without qualification as to Knowledge or materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all material respects; (v) each of the Assignment Applications shall have been approved by a Final Order of the FCC and the Buyer and the Parent shall have delivered received all governmental approvals required to transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyDisclosure Schedule; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerPost Closing Agreement; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; and (viii) the Sellers shall have received from counsel to the Buyer an opinion with respect to the matters set forth in Exhibit H attached hereto, addressed to the Buyer and dated as of the Closing Date. The Sellers may waive any condition specified in this Section 5(b) if the Sellers execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" "Material Adverse Effect" or by stated dollar thresholds in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Sections 7(b)(i) and (ii) is satisfied in all respects; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered paid by or on behalf of the Target all principal and interest due under the Target's Promissory Note to the Seller certified resolutions Xxx X. and Xxxxxx X. Xxxxx 1997 Family Trust and Target's Promissory Notes to Xxx X. Xxxxx in each case as identified in and in the unpaid principal amount identified in Section 3(a)(vi) of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySeller's Disclosure Schedules; (vi) the Buyer shall have (a) obtained the full and final releases established a standby irrevocable letter of Xxxxxxx'x guarantee credit in favor of the CitiBank Debt Sellers in the form attached hereto as EXHIBIT E with Buyer's primary lender or another bank reasonably acceptable to the Sellers (bthe "Earn-Out Letter of Credit") paid in full the CitiBank Debtface amount of $1,250,000; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition lineexecuted the Consulting Agreement; (viii) the Buyer shall have caused executed the Company Non-Competition Agreement and paid in immediately available funds to enter into Xxx X. Xxxxx the Xxxxxxx Employment Agreement;$250,000 payment contemplated thereunder; and (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement paid on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation behalf of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required Target up to effect $450,000 as the transactions contemplated hereby will be reasonably satisfactory in form and substance Closing Bonus payments due pursuant to the SellerAward Letters. The Sellers may waive any condition specified in this Section 7(b) if they execute a writing irrevocably stating so at or prior to the Closing and promptly delivers such waiver to Buyer.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent Canterbury shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in Section 6(b)(i)- (S) 6(B)(i)-(iiiiii) is satisfied in all respects; (v) the Buyer The Sellers, DMI and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval all other authorizations, consents, and approvals of governments and governmental agencies referred to fund this transaction under its acquisition linein Section 3(c) and Section 4(c) above; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiivi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers 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 Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: 37 (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer Parties and the Parent Target shall have delivered received all other authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyherein; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit F attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions Date; (vii) each of the persons listed on Annex IV shall have received an executed employment agreement in form and qualifications substance attached hereto as may be reasonably acceptable to Exhibit B, and, in the Seller's legal counselcase of Irvix X. Xxxxxxx, xx the form of Exhibit B-1; (viii) a Restricted Stock Plan shall have been approved and entered into by Buyer substantially in the form attached hereto as Exhibit G; (ix) Sellers shall have received the Note executed by Buyer; (x) an Escrow Agreement substantially in the Buyer form attached hereto as Exhibit H shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellersbeen executed by Buyer; (xi) a Directors' and Officers' Indemnification Agreement in the Buyer form attached hereto as Exhibit J shall have been entered into the Pledge Agreement with the Sellerby Buyer and Irvix X. Xxxxxxx; andxxd (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerRequisite Sellers. The Requisite Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (and no such injunctionc) No temporary, judgment, order, decree, ruling, preliminary or charge shall permanent restraining Order preventing the consummation of the Acquisition will be in effect);. (ivd) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee consents set forth on Section 5.3(b)(i) of the CitiBank Debt or (b) paid in full the CitiBank Debt;Buyer Disclosure Schedule. (viie) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received evidence from counsel Buyer, in form satisfactory to Sellers, that Buyer has obtained the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Financing. (f) Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer Mr. Xxxx Xxxxxx shall have entered into the Shareholders' Agreement and Xxxxxx Employment Agreement. (g) Any potential adjustment to the Registration Rights Agreement on Purchase Price pursuant to Section 2.2(a) shall be satisfactory to Sellers, in their sole discretion. (h) The terms and conditions reasonably of the Ceautamed Purchase shall be satisfactory to the Sellers;, in their sole discretion. (xii) Buyer or the Buyer Company shall have entered into a one year consulting agreement with Dr. Xxxxxx Xxxxx pursuant to which Xx. Xxxxx shall provide certain agreed upon consulting services during the Pledge Agreement with one year period following the Seller; and Closing in consideration of four (xii4) all actions to be taken by the Buyer in connection with consummation quarterly payments of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller$25,000.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (conditions, any or all of which may be waived in writing whole or in part by Sellers):the Sellers in their sole discretion: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have fully performed and complied with all of their covenants its covenants, agreements and conditions hereunder in all material respects through the Closing; (iii) no there shall not be any claim, action, suitinvestigation, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federalproceeding, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would in effect which, if adversely determined, might (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any result in the payment of substantial damages by Sellers as a result of the transactions contemplated by this Agreement to be rescinded following consummationhereby, (Cc) materially and adversely affect adversely the right business or assets of the Sellers to own the Parent Shares, LLC or (Dd) materially affect adversely in any material Buyer's rights with respect to the right of Membership Interests subsequent to the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Closing Date; (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.6(b)(i)-(iii) is satisfied in all respects; (v) the Buyer (or the LLC) and Paul Xxxxxxxxxx shall have entered into an employment agreement in form and substance as set forth in Exhibit E attached hereto and the Parent same shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery be in full force and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyeffect; (vi) the Buyer shall LaBaxxx xxxll have (a) obtained the full and final releases of Xxxxxxx'x been released from its guarantee of the CitiBank Debt or (b) paid in full the CitiBank DebtLLC's borrowings under its line of credit; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit G attached hereto, addressed to the Sellers, and dated before or as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDate; (xviii) the Buyer and the Sellers shall have entered into signed the Shareholders' Escrow Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellersattached hereto as Exhibit B; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiiix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; and (x) Buyer shall deliver to the Sellers a certified copy of the resolution of the Board of Directors of Buyer authorizing the execution of this Agreement and the consummation of the transactions described herein. The Sellers may waive any condition specified in this ss.6(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the The representations and warranties of the Buyer and the Parent Buyers set forth in (Sss.3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent The Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent The Buyers shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.6(b)(i)-(iii) is satisfied in all respects; (viv) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all All actions to be taken by the Buyer Buyers in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers, acting reasonably; (v) Protocol and Flowers shall have executed and delivered to each other the employment letter (the "Employment Agreement") in the form set forth in Exhibit D hereto; (vi) Solpower shall have executed and delivered to ""Flowers the Employment Agreement and all relevant documents referenced therein; (vii) Protocol shall have distributed as dividends the aggregate sum of $100,000.00 to the Sellers and Florcor shall have repaid in full the aggregate amount of $40,500.00 loan reflected on Protocol's books and records as due to Protocol from Florcor (viii) If applicable, Protocol shall have transferred to Flowers all relevant life insurance polic(ies) owned by Protocol on the life of Flowers. The Sellers may waive any condition specified in this ss.6(b) if they execute a written statement so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation obligations of the Sellers to proceed with Closing and consummate effect the transactions contemplated hereby to be performed by them in connection with occur at the Closing is are subject to the satisfaction or, to the extent permitted by Law, waiver of each of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of each of the Buyer Purchasers and the Parent M-I set forth in (S) 3B and (S) 4B above shall be this Agreement are true and correct in all material respects as of the date hereof and as of the Closing as though made at and as of the Closing Dateand the Sellers have received a certificate from each of the Purchasers and M-I signed on behalf of such Purchaser or M-I (as applicable) by the president or any vice president of such Purchaser or M-I (as applicable) to such effect; (iib) Each of the Buyer Purchasers and the Parent shall M-I have performed and complied with all of their covenants hereunder in all material respects through all obligations required to be performed by such Purchaser or M-I (as applicable) under this Agreement at or prior to the ClosingClosing Date, and the Sellers have received a certificate from each of the Purchasers and M-I signed on behalf of such Purchaser or M-I (as applicable) by the president or any vice president of such Purchaser or M-I (as applicable) to such effect; (iiic) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any Each of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of Purchasers and M-I have furnished the Sellers to own at the Parent Shares, Closing with certified copies of resolutions duly adopted by the Board of Directors (or equivalent body) of such Purchaser or M-I (Das applicable) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein each instrument required hereby to be executed and delivered by such Purchaser or M-I (as applicable) at the Buyer and Parent, respectivelyClosing; (vid) There is no action or proceeding pending or threatened (including any investigation) by any Governmental Authority to restrain, enjoin or invalidate the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debttransactions contemplated hereby; (viie) the Buyer shall The Sellers have received from Senior Lender approval each of the Purchasers and M-I copies of all written consents of third Persons (other than Governmental Authorities) that are required to fund be obtained by the Purchasers or M-I in order for the Purchasers and M-I to consummate the transactions contemplated by this transaction under its acquisition line; (viii) Agreement, other than any such consents the Buyer shall nonreceipt of which could not reasonably be expected to have caused a Material Adverse Effect on the Company Sellers or to enter into have a material adverse effect on the Xxxxxxx Employment ability of the Purchasers or M-I to consummate the transactions contemplated by this Agreement; (ixf) The Purchasers have delivered to the Sellers shall have received from counsel at the Closing the Promissory Note, duly executed by an authorized officer of MIPC, with a principal amount equal to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer Adjusted Purchase Price and the SellersGuaranty Agreement, addressed duly executed by an authorized officer of Smitx; xxd (g) The Purchasers and M-I have delivered to the Sellers, Sellers a release and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory waiver in form and substance reasonably satisfactory to the SellerSellers pursuant to which the Purchasers and M-I, on behalf of themselves and each of their Affiliates, (i) release, acquit and discharge the Sellers and each of their Affiliates from any and all claims, demands and causes of action of any kind and every character relating to, or arising out of, any breach or violation, past, present or future, of the Noncompetition Obligations and (ii) waive the enforceability of the Noncompetition Obligations and covenant not to bring an action or proceeding to attempt enforcement of the Noncompetition Obligations.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the all representations and warranties of the Buyer and the Parent RTI set forth in (S) 3B and (S) 4B above this Agreement shall be have been true and correct in all material respects at on the date hereof and on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any failure to be so true and correct has not had or would not reasonably be likely to have a material adverse effect on the ability of the Buyer or RTI to consummate the transactions contemplated by this Agreement (without the duplication of the effect of any standard of materiality specified in any such representation or warranty); (ii) the Buyer and the Parent RTI, if applicable shall have performed and complied with all of their covenants hereunder in all material respects through all obligations and agreements and complied in all material respects with all covenants and conditions contained in this Agreement to be performed or complied with by it at or prior to the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction by or before any arbitrator wherein an unfavorable governmental agency, tribunal, commission or court any action or proceeding seeking to restrain, enjoin, prohibit or invalidate the consummation of the transactions contemplated by this Agreement; (iv) the Buyer shall have obtained exemptions from the Quebec Securities Commission relating to (1) the issuance of the RTI Common Stock, and (2) the subsequent sale of the RTI Common Stock by the Sellers, if such RTI Common Stock is issued pursuant to Section 2(b) hereof; (v) in the event that Buyer elects to pay a portion of the Purchase Price, pursuant to Section 2(b)(i) hereof, in RTI Common Stock, the Buyer shall issue, or cause to be issued, a stock certificate or certificates for the RTI Common Stock, with each such certificate bearing the following restrictive legends: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." (vi) The Company shall have entered into employment agreements with each of Daniel Molina and J. Mourain, for periods of 24 and 39 months respecxxxxxx, xx xxe forx xxxxxxxx as Exhibits C and C-1, and a consulting agreement with Jean-Louis Mourain for a period of 24 months in the form attached as Xxxxxxx X, each such agreement to contain customary provisions relating to non-competition and non-solicitation of customers and employees, and such agreements shall be in full force and effect except to the extent that the failure of any such agreement to be in full force and effect is attributable to the death of such individual; and (vii) there shall not be any statute, rule, regulation, injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B. The Sellers may waive any condition specified in this Section 7(b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, if they execute a writing so stating at or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered prior to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (c) All applicable waiting periods (and no such injunction, judgment, order, decree, ruling, any extensions thereof) under the HSR Act and any Other Antitrust Laws will have expired or charge shall be in effect); (iv) the Buyer otherwise been terminated and the Parent shall parties hereto will have delivered to the Seller certificates to the effect that each received all other authorizations, consents and approvals of the conditions specified above all Governmental Entities (including under any Other Antitrust Laws) in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing connection with the execution, delivery and performance of this Agreement and all documents, instruments and agreements the transactions contemplated herein to be executed by hereby (including the Buyer and Parent, respectively;Acquisition). (vid) No temporary, preliminary or permanent restraining Order preventing the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee consummation of the CitiBank Debt or (b) paid Acquisition will be in full effect; provided, that prior to invoking this condition the CitiBank Debt;Sellers and the Company will have used all commercially reasonable efforts to have any such Order vacated. (viie) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the The Sellers shall have received from Xxxxxx Xxxxx LLP, counsel to for the Buyer Buyer, an opinion addressing the matters set forth in the Sections 5.1 and 5.2, and otherwise in form of EXHIBIT F-2 hereto and substance reasonably acceptable satisfactory to both the Buyer and the SellersSecurity Capital, which shall be addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerDate.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with --------------------------------------------- close the Transaction shall be subject to the performance at or prior to the Closing of the following conditions, unless the Sellers shall, by a majority in interest of the Sellers, waive such fulfillment in writing: (1) This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the transactions Transaction. (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction. (3) The Company shall have performed in all material respects each of its agreements and obligations specified in this Agreement and required to be performed by them in connection with on or prior to the Closing is subject and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to satisfaction the Transaction. (4) No material adverse change shall, in the judgment of a majority in interest of the following conditions Sellers, have taken place in the business condition (any financial or all otherwise), operations, or prospects of which may be waived in writing the Company since the Effective Date, other than those, if any, that result from the changes permitted by Sellers):the Transaction and the provisions of this Agreement. (i5) the The representations and warranties of the Buyer and the Parent Company set forth in (S) 3B and (S) 4B above this Agreement shall be true and correct in all material respects at as of the Effective Date and, except in such respects as, in the judgment of a majority of interest of the Sellers, do not materially and adversely affect the business, condition (financial or otherwise), operations, or prospects of the Company as of the Closing Date;, as if those representations and warranties were made as of the Closing Date. (ii6) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the The Sellers shall have received from counsel the Company an officers' certificate, executed by the Chief Executive Officer and Chief Financial Officer of the Company (in their capacities as such), dated the Closing Date, as to the Buyer an opinion satisfaction of the conditions in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the SellersParagraphs (3), addressed to the Sellers(4), and dated as (5) of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellerthis section.

Conditions to Obligation of the Sellers. The obligation obligations of the Sellers to proceed with consummate each Closing and consummate the transactions to be performed by them in connection with the Closing is are subject to the fulfillment or satisfaction (or waiver by the Sellers), prior to or at the applicable Closing, of the following additional conditions (any or all of which may be waived in writing by Sellers):precedent: (i) the representations and warranties of the Buyer and the Parent set forth Parties contained in (S) 3B and (S) 4B above this Agreement shall be true and correct in all material respects as of the applicable Closing, as if made at and as of each such date and the Parties agree that the Buyer Parties shall be permitted to update the Disclosure Schedules to reflect changes prior to such applicable Closing Date; (except that those representations and warranties which by their terms are made as of a specific date shall be required to be true and correct only as of such date), except where the failure of such representations and warranties to be true and correct would not have a Buyer Material Adverse Effect (without giving effect to any limitation included by the words “Buyer Material Adverse Effect,” “in all material respects,” “material” or “materiality”); (ii) each of the Buyer and the Parent Parties shall have performed and complied with all of their covenants hereunder and performed in all material respects through its obligations hereunder required to be complied with or performed by it on or prior to the Closing; applicable Closing Date; and (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel a certificate to the foregoing effect from each Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselParty; (xb) the Buyer Sellers shall have entered into received the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Sellerdeliverables set forth in Section 2.6 or Section 2.11, as applicable; and (xiic) all actions to be taken by between the Buyer in connection with consummation date of the transactions contemplated herebyAgreement and the applicable Closing Date, and there shall not have occurred a Buyer Material Adverse Effect or any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate with all certificatesother changes, opinionseffects, instrumentsevents, and other documents required occurrences, states of facts or developments, would reasonably be likely to effect the transactions contemplated hereby will be reasonably satisfactory result in form and substance to the Sellera Buyer Material Adverse Effect.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer Parties, the Target, and the Parent its Subsidiaries shall have delivered received all other authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin Section 3(a)(ii), authorizing the executionSection 3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySection 4(c) above; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; (vii) the Buyer shall have entered into a Directors Services Agreement with Xxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xx, Xxxxxx Xxxxxx-Xxxxx, and Xxxxxx Xxxxxxxxx, which shall secures the services of each as a director of the Buyer for a period of at least 2 years from October, 2000. The Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions conditions: (any or a) all of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer made in this Agreement (and the Parent set forth in (Sas modified pursuant to Section 5.4) 3B and (S) 4B above shall be true and correct in all material respects as of the Closing and with the same effect as if made at and as of the Closing Date, except to the extent that any breach of such representations and warranties arises from the actions of the Buyer which are required by this Agreement or are consented to by SCF; (iib) the Buyer and the Parent shall have performed and complied with and performed all of their covenants hereunder the terms and conditions in all material respects through this Agreement on its part to be performed or complied with at or before Closing, except to the Closingextent that any breach of such obligations is consented to by SCF; (iiic) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency since the date of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, the Buyer’s business has been conducted in the Ordinary Course of Business and in the absence of any material casualty of material adverse change in the conduct of such business; (Bd) cause any of the transactions contemplated Buyer shall have entered into the Escrow Agreement and the Registration Rights Agreement; (e) the Seller Consents and Approvals and the Buyer Consents and Approvals shall have been obtained with no conditions other than those agreed to in writing by this Agreement to be rescinded following consummationthe Sellers, (C) affect adversely the right of the Sellers to own the Parent Sharesacting reasonably, or (D) affect adversely in any material respect complied with on or before the right of Closing and the Buyer to own its assets Consents and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge Approvals shall be in effect)form and have terms satisfactory to the Sellers, acting reasonably; (ivf) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in Section 7.2(a), (Sb), (c) 6(B)(i)-(iiiand (d) is satisfied in all respects; (vg) the Buyer and the Parent final Schedules to Section 3.2 of this Agreement shall have been delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed Sellers by the Buyer not less than three business days prior to the Closing, and Parent, respectively; (vi) the Buyer such Schedules shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval be satisfactory to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel in their sole discretion. The Buyer may amend the Schedules to Section 3.2 up to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed day that is three business days prior to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerClosing; and (xiih) all actions to be taken by the Buyer in connection with consummation directors of the transactions contemplated herebyCorporations and the Minority Corporations and SCF shall have received releases from the Corporations and the Minority Corporations that are satisfactory to them, and all certificatesthe Buyer, opinionsin each case acting reasonably. SCF, instrumentson behalf of the Sellers, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory may waive any condition specified in form and substance this Section 7.2 if it executes a notice in writing so stating at or prior to the SellerClosing. If any of the conditions specified in this Section 7.2 are not complied with or waived by SCF on or before the Closing Date (provided such non-compliance did not arise from the acts or omissions of the Sellers), SCF, on behalf of the Sellers, may terminate this Agreement by written notice to the Buyer.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with close the Transaction shall be subject to the performance at or prior to the Closing of the following conditions, unless the Sellers shall, by a majority in interest of the Sellers, waive such fulfillment in writing: (1) This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities and lessors) required to consummate the transactions Transaction. (2) There shall not be in effect a preliminary or permanent injunction or other order by any federal or state court which prohibits the consummation of the Transaction. (3) The Company shall have performed in all material respects each of its agreements and obligations specified in this Agreement and required to be performed by them in connection with on or prior to the Closing is subject and shall have complied with all material requirements, rules, and regulations of all regulatory authorities having jurisdiction relating to satisfaction the Transaction. (4) No Material Adverse Effect with respect to the Company shall, in the judgment of a majority in interest of the following conditions (any or all Sellers, have taken place since the date hereof, other than those, if any, that result from the changes permitted by the Transaction and the provisions of which may be waived in writing by Sellers):this Agreement. (i5) the The representations and warranties of the Buyer and the Parent Company set forth in (S) 3B and (S) 4B above this Agreement shall be true and correct in all material respects at and as of the date hereof and, except in such respects as, in the judgment of Sellers holding a majority of the Exchange Shares, would not result in a Material Adverse Effect with respect to the Company as of the Closing Date;, as if those representations and warranties were made as of the Closing Date. (ii6) the Buyer Sycamore and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Sweet Spot shall have received from Senior Lender approval the Company an officers’ certificate, executed by the Chairman of the Board of the Company, dated the Closing Date, as to fund the satisfaction of the conditions in Paragraphs (3), (4), and (5) of this transaction under its acquisition line;section. (viii7) Xxxxxxx X. Xxxx, Xxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxx, and Xxxxxx X. Xxx, and each of them, shall resign as officers, as appropriate, and from the Buyer shall have caused Board of Directors, of the Company to enter into the Xxxxxxx Employment Agreement;Company. (ix8) On the Closing, Xxxxxxx X. Love, in his capacity as Chairman of the Board of Directors of the Company, shall appoint Scotti, Takats, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, and Xxxxxxx Xxxxx, and each of them, as members of the Board of Directors of the Company, to serve as such until their successors are appointed or elected and duly qualified. Immediately after Xxxxxxx X. Love appoints Scotti, Takats, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, and Xxxxxxx Xxxxx as members of the Board of Directors of the Company, Xxxxxxx X. Love shall resign as an officer, and a member of the Board of Directors, of the Company. (9) the Sellers Sycamore shall have received from Stoel Rives LLP, counsel to for the Buyer Company, an opinion opinion, dated the date of the Closing, in form and substance as set forth in Exhibit A attached hereto. (10) Each of the Company Directors shall have entered into a lock-up agreement substantially in the form of EXHIBIT F-2 hereto and reasonably acceptable to both set forth in Exhibit B attached hereto. (11) The Company, on the Buyer and the Sellers, addressed to the Sellersone hand, and dated as of JRT and Red Cat, on the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer other hand, shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers;Agreement. (xi12) The Company, on the Buyer one hand, and JRT and Red Cat, on the other hand, shall have entered into the Employment Agreements. (13) The Company, on the one hand, and JRT and Red Cat, on the other hand, shall have entered into the Promissory Notes. (14) The Company, on the one hand, and JRT and Red Cat, on the other hand, shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.Security Agreements

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have executed and delivered to the Seller certified resolutions Sellers the Purchase Note and each of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein Security Documents in a form reasonably acceptable to be executed by the Buyer and Parent, respectivelySellers; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and substance reasonably acceptable to both the Buyer and the SellersBuyer, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 7(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (Sss.3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing including without limitation payment of the Purchase Price as provided herein; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Buyer Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parent Parties, the Company, and its Subsidiaries shall have delivered received all other material authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin ss.3(a)(ii), authorizing the executionss.3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyss.4(c) above; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee closing of the CitiBank Debt or (b) paid in full transactions contemplated by the CitiBank DebtReal Property Agreement shall occur concurrently with the closing hereunder and the Sellers of the real property which is the subject thereof shall receive the consideration provided for therein; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit E attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDate; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiiviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerRequisite Sellers; (ix) the Sellers and the Buyer shall have executed mutual releases of all claims prior to the Closing Date reasonably satisfactory to Sellers and Buyer; and (x) Buyer and its affiliates shall have waived all claims they may have against Sellers under Sections 500 et. seq of the California Corporations Code regarding all preclosing distributions disclosed on the Disclosure Schedule. The Requisite Sellers may waive any condition specified in this ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of each of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B S)4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator Governmental Body wherein an unfavorable injunction, judgment, order, decree, ruling, or charge Order would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement Contemplated Transactions to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiS)6(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent Sellers shall have delivered to received the Seller certified resolutions Performance Escrow Agreement, in the form of their respective Boards of DirectorsExhibit C, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be duly executed by the Buyer and Parent, respectivelythe Escrow Agent name therein; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee delivered a resolution of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval Board of Directors and taken all other actions necessary to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel appoint Simon Orange, Xxx Xxxxxxxxxx, and Xxxxxxxx Xxxxxxxx to the Buyer an opinion in Board of Directors of the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the SellersBuyer, addressed to the Sellers, and dated effective as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Contemplated Transactions will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this (S)6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.7(b) is satisfied in all respects; (v) the Buyer relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits __ and the Parent same shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery be in full force and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyeffect; (vi) the Board of Directors of Buyer shall have (a) obtained appointed Ball as the full President and final releases Chief Executive Officer of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, Ball and dated Xxxxxx as directors of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerBuyer; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Sellers and the Buyer and the Parent shall have delivered to received all other authorizations, consents, and approvals of governments and governmental agencies and private parties identified in Section 4(c) of the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyDisclosure Schedule; (vi) the Buyer shall have entered into the Master Tower Space Lease, the Sites Leases and the Site Subleases (ato the extent landlords thereunder have not executed direct lease with the Buyer) obtained substantially in the full form of Exhibits D, E and final releases of Xxxxxxx'x guarantee of F, respectively, and the CitiBank Debt or (b) paid same shall be in full the CitiBank Debtforce and effect; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from the Buyer's counsel to the Buyer an opinion substantially in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellersas set forth in Exhibit L attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiiviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 7(b) if it executes a written instrument so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Article III above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer each of Lumea and the Parent EMTA shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Lumea shall have executed and delivered the Buyer Employment Agreement set forth on Annex E and the Parent same shall have delivered to the Seller certificates to the effect that each of the conditions specified above be in (S) 6(B)(i)-(iii) is satisfied in all respectsfull force and effect; (v) the Buyer and the Parent Lumea shall have executed and delivered to Easy the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyPromissory Note; (vi) the Buyer Lumea shall have (a) obtained delivered to Easy the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt;EMTA Shares; and (vii) the Buyer EMTA, as sole shareholder of Lumea, shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) executed the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as Action by Unanimous Written Consent of the Closing Date containing such assumptions Board of Directors and qualifications Shareholders of Lumea attached as may be reasonably acceptable Annex F to appoint each of Exxxxx Xxxxxxxx, Cxxxx Xxxxx and Jxxxx Xxxxxxxx as the Seller's legal counsel; (x) sole members of the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Sellerboard of directors of Lumea; and (xiiviii) all actions to be taken by the Buyer Lumea in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction or waiver of the following conditions (any or all conditions: 9.2.1 each of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth contained in this Agreement (Sas may be amended by Buyer in accordance with Section 19.12) 3B and (S) 4B above shall be true and correct in all material respects at as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties made only as of a specific date (which need only be correct as of such date), and except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect on the Buyer or the ability of the Buyer to perform its obligations under this Agreement (provided that to the extent such representation or warranty is qualified by its terms by materiality or Material Adverse Effect, such qualification in its terms shall be inapplicable for purposes of this Section and the Material Adverse Effect qualification contained in this Section 9.2.1 shall apply in lieu thereof); (ii) 9.2.2 the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; 9.2.3 the Buyer shall have delivered to the Sellers an officer’s certificate to the effect that each of the conditions specified in Sections 9.2.1 and 9.2.2 is satisfied in all respects (iii) no action, suit, or proceeding “Buyer’s Closing Certificate”); 9.2.4 there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any the sale of the transactions Purchased Assets, the Xxxxxx Xxxxx Company Shares or the Xxxxxx Cogen Company Interests as contemplated by this Agreement; 9.2.5 all necessary filings and notifications under the HSR Act shall have been made, including any required additional information or documents, and the waiting period referred to in such Act applicable to the transaction, and any agreement with any Governmental Authority not to consummate the transaction, shall have expired or been terminated; 9.2.6 the FERC Filing and the Other Governmental Approvals shall have been obtained; 9.2.7 the Other Agreements shall be duly executed and delivered by Buyer simultaneously with the Closing (B) cause except for any Other Agreements already executed and delivered prior to Closing); and 9.2.8 in accordance with Paragraph 8 of the transactions contemplated by this Agreement to be rescinded following consummationConsent Decree, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance written notice of this Agreement shall have been provided to the parties to the Consent Decree, including the United States, at least thirty (30) days prior to Closing, and all documentsa motion to enter the Consent Decree Modification shall have been provided to the Department of Justice, instruments and agreements contemplated herein the Parties shall use Reasonable Efforts to be executed seek filing and approval of such motion by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerConsent Decree Court.

Conditions to Obligation of the Sellers. The obligation of the Sellers pursuant to proceed with Closing and this Agreement to consummate the transactions to be performed by them in connection with contemplated hereby at the Closing is shall be subject to the satisfaction or waiver, prior to or at the Closing, of the following conditions precedent (any one or all more of which may be waived in writing by the Sellers):): 45 (ia) Each of the representations and warranties of the Buyer Purchaser contained in this Agreement and the Parent set forth in (S) 3B and (S) 4B above other Purchaser Documents shall be true and correct in all material respects at (without reference to any materiality qualifications contained therein, including, without limitation, reference to any Material Adverse Effect) as of the date made and as of the Closing DateDate as if made on and as of the Closing Date (except to the extent that any representation or warranty is made expressly as of a specific date, in which case such representation or warranty shall be true and correct as of such specified date), except if the failure of such representations and warranties to be true and correct as of any such dates would not, individually or in the aggregate, have a Material Adverse Effect; (iib) the Buyer and the Parent The Purchaser shall have observed and performed and complied with all of their covenants hereunder in all material respects through its agreements, covenants and obligations under this Agreement required to be observed or performed by it at or prior to the Closing pursuant to the terms hereof; (c) The Purchaser shall have delivered a certificate of the President, an Executive Vice President, a Senior Vice President or the Chief Financial Officer of Purchaser as to the satisfaction of the conditions set forth in Section 7.2(a) and (b) hereof. (d) The Sellers shall have received the opinion of Xxxxxx Xxxxxx Flattau & Klimpl, LLP, counsel to the Purchaser, in the form of Exhibit 4 attached hereto; (e) The Sellers shall have received copies of all consents and Authorizations contemplated by Section 6.3(a) to be obtained by the Purchaser in order for the Purchaser to consummate the transactions contemplated hereby; (f) The Escrow Agreement shall have been executed and delivered by the Purchaser and the Escrow Agent; (g) The Purchaser shall have delivered the Purchase Price to the Paying Agent; (h) The Purchaser shall have provided for the repayment of all amounts outstanding under the Credit Agreement immediately upon the occurrence of the Closing; (iiii) no action, suit, or proceeding The Purchaser shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any have provided for the repayment of the transactions contemplated by this Agreement, (B) cause any Promissory Notes immediately upon the occurrence of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);Closing; and (ivj) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the The Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto such officer certificates, good standing certificates, resolutions, incumbency certificates, documents and reasonably acceptable to both the Buyer and instruments as the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as ' counsel may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer request in connection with consummation of this Agreement and the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSections 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer Parties, and each of the Parent Companies, shall have delivered received all other authorizations, consents, and approvals of all governmental entities (including governmental agencies) referred to in Section 3(a)(i), Section 3(b)(ii), and Section 4(c) above with jurisdiction over the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyCompanies; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; (vii) the Buyer shall have provided an executed Buyer Note and Security Agreement as attached hereto as Exhibits "E" and "F" to Yergo and Mxxxxx; (viii) Yergo and Mxxxxx shall have received releases from any guaranties and security interests, if any, on any third party debt of the Companies including Companies' debt in favor of Santander Bank, N.A., as applicable; (ix) The Target shall have made all final contributions to its employee benefit plans up to the Closing Date as set forth on Schedule 4(w); (x) Graphics and Services shall have been merged with and into the Target; (xi) Target and Buyer shall have entered into the Consulting Agreement with Yergo as attached hereto as Exhibit "D;" (xii) Buyer and Guarantor shall have entered into the Indemnification and Hold Harmless Agreement with Yergo and Mxxxxx as attached hereto as Exhibit "G" (the "Indemnification and Hold Harmless Agreement"); (xiii) Yergo, Mailey, Knisely, Hall, Hxxxxxxxx and the Companies shall have entered into the Joint waiver of the Target Stock Purchase Agreement as attached hereto as Exhibit "H"; and (xiv) Buyer shall have delivered to the Sellers the Buyer Guaranty, fully executed by Guarantor, in the form attached hereto as Exhibit "I." The "Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (c) All applicable waiting periods (and no such injunction, judgment, order, decree, ruling, any extensions thereof) will have expired or charge shall be in effect); (iv) the Buyer otherwise been terminated and the Parent shall parties hereto will have delivered to the Seller certificates to the effect that each received all other required authorizations, consents and approvals of the conditions specified above all Governmental Entities in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing connection with the execution, delivery and performance of this Agreement and all documentsthe transactions contemplated hereby. (d) No temporary, instruments and agreements contemplated herein to preliminary or permanent restraining Order preventing the consummation of the Acquisition will be executed by in effect. (e) Each party, as appropriate, shall have obtained any required permits, licenses, approvals or notifications of any Governmental Entities, or other third parties for which the Buyer will assume responsibility for properly completing any and Parent, respectively;all necessary forms required when applying for and securing any necessary transfers. (vif) the The Buyer shall have (a) obtained the full and final releases each of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer entered into an opinion employment agreement containing a one-year non-competition provision in the form of EXHIBIT F-2 hereto and reasonably acceptable to both substance mutually agreed upon by the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel;. (xg) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.6(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directorsentered into side agreements in form and substance as set forth in Exhibits G-1, authorizing the execution, delivery G-2 and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and ParentG-3, respectively, with Robexx Xxxxx, Xxgh Xxxxxxx xxx John Xxxxx xxx the same shall be in full force and effect; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit I attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. (viii) Robexx Xxxxx, xxe Seller Stockholder being released from all guarantees relating to any financing or other obligation of Sellers. (ix) the Buyer delivering at Closing to Sellers the executed of Industrial Revenue Bonds Assumption Agreement, in the form set forth on Exhibit K. The Sellers may waive any condition specified in this ss.6(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (Sss.3(b) 3B and (S) 4B above shall be true and correct in all material respects (other than representations and warranties having materiality qualifiers, which shall be true and correct in all respects) at and as of the Closing Date; (ii) the Buyer and the Parent shall Kendxx xxxll have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable unfavourable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall Kendxx xxxll have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.7(b)(i)-(iii) is satisfied in all respects; (v) no material adverse change in the Buyer and business, assets, liabilities, income, financial condition or business prospects of the Parent and its subsidiaries taken as a whole ("KENDXX XXXERIAL ADVERSE CHANGE") shall have delivered occurred since the date of the latest Kendxx XXX Report; provided, however, that if a Kendxx Xxxerial Adverse Change shall have occurred, the Seller and Kendxx xxxll negotiate in good faith with respect to a reasonable adjustment to the Seller certified resolutions of their respective Boards of DirectorsPurchase Price. If agreement is not reached with respect to such an adjustment prior to 22 January 1999, authorizing the execution, delivery and performance of Sellers may terminate this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively;for failure of a condition precedent; and (vi) the Buyer shall have (a) obtained the full Parties and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer TARGET shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellersall authorisations, addressed to the Sellersconsents, and dated as approvals of the Closing Date containing such assumptions governments and qualifications as may be reasonably acceptable governmental agencies referred to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated herebyss.3(a)(ii), ss.3(b)(ii), and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.ss.4

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction (or waiver in writing by the Sellers) of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 5 above shall be true and correct in all material respects at and as of the Closing Date, except that any such representations and warranties limited by a materiality qualifier or by reference to Material Adverse Effect shall be true and correct in all respects; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding Action shall be pending or threatened against the Buyer before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement and the Related Agreements, (B) cause any of the transactions contemplated by this Agreement and the Related Agreements to be rescinded following consummation, or (C) affect adversely the right of the Sellers to own the Parent uSell Shares; (iii) the Sellers and We Sell shall have entered into Employment Agreements, or (D) affect adversely in any material respect the right form of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)which is annexed as Exhibit A; (iv) the Buyer and the Parent uSell Shares shall have delivered been issued to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respectsSellers on a pro rata basis; (v) the Buyer and relevant parties have entered into a Management Agreement, the Parent shall have delivered to the Seller certified resolutions form of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelywhich is annexed as Exhibit B; (vi) the Buyer We Sell shall have (a) obtained executed and delivered to the full and final releases Sellers the Assignment of Xxxxxxx'x guarantee of Samsung Litigation in the CitiBank Debt or (b) paid in full the CitiBank Debtform annexed as Exhibit E; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) and the Sellers shall have received from counsel to the Buyer an opinion entered into a Registration Rights Agreement in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated annexed as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselExhibit F; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects (other than representations and warranties having materiality qualifiers, which shall be true and correct in all respects) at and as of the Closing Date; (ii) the Buyer and the Parent shall Kendxx xxxll have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall Kendxx xxxll have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) Kendxx xxxll have entered into Employment Agreements with Anthxxx Xxxxxxx xxx Michxxx Xxxxxxx xx the Buyer and the Parent shall have delivered to the Seller certified resolutions form of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyExhibit 7(a)(vii) hereto; (vi) Kendxx xxxll have executed and delivered the Buyer shall have (aRegistration Rights Agreement in the form of Exhibit 7(b)(vi) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debthereto; (vii) no material adverse change in the Buyer business, assets, liabilities, income, financial condition, operations, results of operations or business prospects of Kendxx ("Xendxx Material Adverse Change") shall have received from Senior Lender approval occurred since the date of the latest Kendxx XXX Report; provided, however, that if a Kendxx Xxxerial Adverse Change shall have occurred, the Seller and Kendxx xxxll negotiate in good faith with respect to fund a reasonable adjustment to the Purchase Price. If agreement is not reached with respect to such an adjustment, the Sellers may terminate this transaction under its acquisition lineAgreement for failure of a condition precedent; (viii) Intentionally Left Blank. (ix) the Buyer Parties and TARGET shall have caused the Company received all authorizations, consents, and approvals of governments and governmental agencies referred to enter into the Xxxxxxx Employment Agreementin Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (ixx) the Sellers shall have received from counsel to the Buyer an Kendxx xx opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit 7(b)(x) attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications (which opinion assumes that the laws of Ohio are the same as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellerslaws of Maryland); (xi) the Buyer Kendxx xxx Fifth Third Bank shall have entered into executed and delivered the Pledge Agreement with the Seller; andEscrow Agreement; (xii) all actions required by the terms hereof to be taken by the Buyer in Kendxx xx connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents necessary or reasonably required hereunder to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; and (xiii) the Sellers shall have been released and discharged from and with respect to any of their obligations, debts, agreements, Guarantees and promises under the Sellers' personal Guarantees of the obligations of TARGET (the "Guarantees"). In the event that one or more of the Guarantees have not been released and discharged by the Closing then the Sellers agree to waive this condition and complete the Closing so long as TARGET agrees in writing to indemnify and hold the Sellers harmless from all cost, liability and expense related to such Guarantees. The Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (Ssection 3(a) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing DateDate (except for those expressly relating to a different date); (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, reasonably satisfactory to Sellers and their counsel, and dated as of the Closing Date containing Date; (v) Sellers shall have received from Buyer resolutions adopted by the Board of Directors of Buyer approving this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, certified by Buyer's corporate secretary or assistant secretary; and Sellers shall have received from Buyer such assumptions certificates of its duly authorized officers and qualifications others to evidence compliance with the conditions set forth in this section 7(b) as may be reasonably acceptable to the Seller's legal counsel; (xrequested by Sellers. The Seller Representative may waive any condition specified in this section 7(b) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken in writing or by the Buyer in connection with consummation of consummating the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

Conditions to Obligation of the Sellers. The obligation obligations of the Sellers to proceed with Closing and consummate the transactions to be performed by each of them in connection with the Closing is are subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 4 above shall be true and correct in all respects (in the case of any representation or warranty containing materiality or knowledge qualifiers) or in all material respects at (in the case of those representations or warranties not containing materiality or knowledge qualifiers), as applicable, when made and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending (or threatened by any governmental or administrative agency or authority) before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);be (iv) the Buyer and the Parent shall have delivered to each of the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in Sections 6(b)(i) to (S) 6(B)(i)-(iiiiii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Buyer and the Parent Hart-Xxxxx-Xxxxxx Xxx shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyexpired or otherwise been terminated without conditions or restrictions; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; (vii) the Buyer shall have signed and delivered to the Sellers the Transitional Services Agreement in form and substance reasonably acceptable to Sellers; and (viii) the Buyer shall have signed and delivered to the Sellers the Sub-servicing Agreement in form and substance as set forth in Exhibit A. The Sellers 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 Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer Parties and the Parent Target shall have delivered received all other authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin Section 3(a)(ii), authorizing the executionSection 3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySection 4(c) above; (vi) the Buyer relevant parties shall have (a) obtained entered into the full Escrow Agreement in form and final releases of Xxxxxxx'x guarantee of substance as set forth in Exhibit A attached hereto, the CitiBank Debt or (b) paid Employment Agreement in form and substance as set forth in Exhibit C attached hereto, and the Registration Rights Agreement in form and substance as set forth in Exhibit D attached hereto and the same shall be in full the CitiBank Debtforce and effect; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit F attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiiviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerRequisite Sellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver by the Sellers) of the following conditions (any or all of which may be waived in writing by Sellers):further conditions: (ia) the The representations and warranties of the Buyer and the Parent Purchaser set forth in (S) 3B and (S) 4B above 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 the Closing Date; , except (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions for changes contemplated by this Agreement, or (Biii) cause any where the breach of such representations or warranties would not have a material adverse effect or the ability of the Purchaser to consummate the transactions contemplated hereby, disregarding for this purpose any qualifications in such representation and warranty as to materiality or Material Adverse Effect. (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be rescinded following consummation, performed or complied with by the Purchaser at or prior to the Closing. (Cc) affect adversely the right The Sellers shall have received a certificate dated as of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Closing Date signed on behalf of the Buyer Purchaser to own its assets the effect that the conditions set forth in Section 7.3(a) and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);7.3(b) have been satisfied. (ivd) the Buyer and the Parent The Purchaser shall have delivered to the Seller certificates Sellers all agreements and other documents required to be delivered by the Purchaser to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects;Sellers pursuant to Section 3.3. (ve) the Buyer and the Parent The Purchaser shall have delivered to the Seller certified Sellers a copy of a certificate of good standing of the Purchaser issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Purchaser’s organization. (f) The Purchasers shall have delivered to the Sellers a certificate of the secretary or an assistant secretary of the Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, as to: (i) the certificate of formation of the Purchaser; (ii) the operating agreement of the Purchaser; (iii) the resolutions of their respective Boards the managers (or a duly authorized committee thereof) of Directors, the Purchaser authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, ; and all certificates, opinions, instruments, and (iv) incumbency of the agents of the Purchaser executing this Agreement or any other documents required to effect the transactions agreement contemplated hereby will be reasonably satisfactory by this Agreement. (g) The Sellers may waive any condition specified in form and substance this Section 7.3 if they execute a writing so stating at or prior to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3.2 above shall be true and correct in all material respects at and as of the Closing Date; (iib) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) the Buyer shall have delivered to the Sellers an Officer's Certificate to the effect that each of the conditions specified above in Section 7.2(a) and (b) is satisfied in all respects; (d) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ive) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit B-2 attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDate; (xf) each of the Sellers shall have received from the Buyer shall have entered into an executed Employment Agreement in the Shareholders' Agreement and form or substantially in the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers;form of the attached as Exhibit C. (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiig) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 7.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them perform its obligations in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 2.2 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, suit or proceeding shall be pending or threatened before the NASD, any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6.2(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent Sellers shall have delivered to received one set of certified copies of the Seller certified resolutions of their respective Boards the Buyer approving the authorization of Directorsthe delivery, authorizing the execution, delivery execution and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively;Agreement; and (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel a Certificate of Good Standing with respect to the Buyer an opinion in the form from its State of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed incorporation which is dated within 30 days prior to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all Date. All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Sellers may waive any condition specified in this Section 7.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the Buyer's representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall be true correct and correct complete in all material respects at and as of the Closing; (b) the Buyer shall have performed and complied in all material respects with all of its covenants hereunder through the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iiic) no action, suit, suit or proceeding shall be pending or threatened before any court Governmental Authority or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator other Person wherein an unfavorable injunction, judgment, order, decree, ruling, or charge Order would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following such consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivd) no action shall have been taken and be continuing, and no statute, rule, regulation, judgment or administrative interpretation shall have been enacted, promulgated, entered, enforced or deemed applicable to the transactions contemplated by this Agreement, which would make illegal or prohibit the consummation of such transactions; (e) prior to the Closing Date, (i) the Buyer or the Companies, as appropriate, shall have obtained a Special Temporary Authority or other requisite approval from the FCC with respect to the change of control of the Permits or Licenses issued by the FCC to the Companies; (ii) any approval of the Texas Public Utilities Commission necessary for the consummation of the sale of the Shares to Buyer shall have been obtained; (iii) all applicable waiting periods under the Xxxx-Xxxxx Act (if applicable to the transactions contemplated by this Agreement) shall have expired or been terminated and no objection shall have been made by the Parent FTC or the DOJ; (f) the Other Buyer Agreements shall have been executed and delivered by the Buyer; (g) all of the instruments, consents and approvals contemplated by SECTION 8.1(h) shall have been received; (h) the Buyer shall deliver to Sellers copies of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, the Other Buyer Documents and all instruments and documents to be delivered in connection with the transactions contemplated hereby, duly certified by an officer of Buyer; (i) the Sellers shall have received a certificate or certificates of an officer of Buyer, certifying as to the genuineness of the signatures of officers of Buyer authorized to take certain actions or execute any certificate, document, instrument or agreement to be delivered pursuant to this Agreement or the Other Buyer Agreements, which incumbency certificate shall include the true signatures of such officers; (j) the Buyer shall have delivered to the Seller certificates Sellers (i) a certificate to the effect that each of the conditions specified above in SECTIONS 8.2(a) and (Sb) 6(B)(i)-(iii) is has been satisfied in all respects, and (ii) a good standing certificate, dated within ten calendar days of the Closing, from the Secretary of State of Oklahoma; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixk) the Sellers shall have received from Xxxxxxx & Xxxxxx, special counsel to the Buyer Buyer, an opinion in the form of and substance a set forth in EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the SellersG, addressed to the Sellers, Sellers and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselClosing; (xl) the Buyer shall have entered into wire transferred the Shareholders' Agreement and Purchase Price for the Registration Rights Agreement on terms and conditions reasonably satisfactory Shares pursuant to Sellers;SECTION 2.2; and (xim) the Buyer shall have entered into delivered an executed Form 8023-A at the Pledge Agreement with Closing the Seller; and (xiiCode Section 338(h)(10) all actions to be taken election contemplated by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSECTION 2.8.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent Sonic Foundry set forth in (SS)3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) each of the Buyer and the Parent Sonic Foundry shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Aa) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent Sonic Foundry shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions representations, warranties and covenants specified above in (SS)7(b)(i) 6(B)(i)-(iiiand (ii) is have been satisfied in all material respects; (v) the Buyer and the Parent Ontario Securities Commission shall have delivered to issued the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyruling set out in Section 7(a)(xiv) hereof; (vi) the Buyer British Columbia Securities Commission and the Nova Scotia Securities Commission shall have (aissued a ruling substantially similar to the ruling set out in Section 7(a)(xiv) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debthereof; (vii) the Buyer relevant parties shall have received from Senior Lender approval to fund this transaction under its acquisition lineentered into the Stock Registration Rights Agreement, Share Exchange Agreement and Support Agreement and the same shall be in full force and effect; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably substance acceptable to both the Buyer and the SellersSellers acting reasonably, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable Date; (ix) the Sellers in each case to the Seller's legal counselextent applicable, shall have received releases from the Target, Magnetiscope and IISC, effective as of the Closing in respect of all actions or omissions taken by such parties by or on behalf of any of the Target, Magnetiscope or IISC in their respective capacities as officers, directors, employees or shareholders provided that such releases will not preclude the Buyer from making any claim against the Sellers pursuant to their representations, warranties, covenants and obligations under this Agreement; (x) the Buyer Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx, 1096159 Ontario Limited, 1402083 Ontario Limited and MLMK Inc. shall have entered into received either releases or indemnifications acceptable to each of them, with respect to of any personal guarantees and collateral security granted or pledged by either of them in support of the Shareholders' Agreement liabilities or obligations of either the Target or IISC including, without limitation, the following guarantees: (A) City National Bank, Beverly Hills, California, U.S.A.; (B) Amex, Toronto, Canada, Account No. 0000-000000-00000, and the Registration Rights Agreement on terms Amex, Los Angeles, U.S.A., Account No. 0000-000000-00000; (C) Terminal Marketing, New City, New York, U.S.A., Lease Nos. 1922, 1966 and conditions reasonably satisfactory to Sellers;2169. (xi) the Buyer Target shall have entered into agreed to continue coverage for Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx and their respective families under the Pledge Agreement Canadian Plans for a period of six (6) months after the Closing Date provided that the cost to the Target thereof shall not exceed the sum of $287 per month for each of Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx and their respective families; (xii) Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx shall be entitled free of charge and at times convenient to the Target, to have Employees of the Target convert up to 75 hours of personal video materials onto VHS format provided that such work is completed during the six (6) months following the Closing Date; (xiii) Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx shall be entitled to retain the Emmy statuette which was awarded to AVS Technich and later acquired by the Target in recognition of certain technical contributions made by the Target to AVS Technich with respect to the Sellerenhancement of conversion technology of NTSC 30 FPS to PAL 25 FPS of film originated material; (xiv) Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx shall be entitled to retain certain computer and related equipment used by them in their home offices. The list of this equipment shall be agreed to by the Buyer prior to Closing; (xv) the Target, IISC and Magnetiscope shall release and assign to each of Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx whatever interest they may have in the following life insurance policies or their proceeds: (A) London Life Insurance Company policies no. 8079775-8 and 8314949-8 on the life of Xxxxxxx Xxxxxxxxx; (B) London Life Insurance Company policies no. 8079721-7 and 8314827-5 on the life of Xxxxxxx Xxxxxxxxx; (xvi) the Target and IISC shall have repaid all amounts included in the Included Indebtedness save and except for the amounts due and owing to the Bank of Montreal, the repayment of which shall be guaranteed by Sonic Foundry; (xvii) Sonic Foundry shall have agreed to cosign the premises lease for the IISC premises at 0000 Xxxxxxx Xxxxxx, Santa Monica, California, U.S.A. 90404; and (xiixviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this (S)7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S§3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses Shares (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii§7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer Sellers and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Employment Agreement attached hereto and the Registration Rights Agreement on terms same shall be in full force and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Sellereffect; and (xiivi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this §7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Buyer Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated and the Parent Parties and the Target shall have delivered received all other authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin Section 3(a)(ii), authorizing the executionSection 3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySection 4(c) above; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debtreserved; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the a form which is customary for transactions of EXHIBIT F-2 hereto this type and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions which is reasonably satisfactory to Sellers' Representative; (xiviii) the Buyer shall have entered into the Pledge Agreement with the Seller; andreserved; (xiiix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers' Representative. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, country or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer all applicable waiting periods (and any extensions thereof) under any applicable merger, trade or competition acts shall have expired or otherwise been terminated and the Parent Parties, the Target, and its Subsidiaries shall have delivered received all other material authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin Section 3(a)(ii), authorizing the executionSection 3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySection 4(c) above; (vi) the Buyer shall have (a) obtained executed agreements in form and substance as set forth in Schedules 3, 4 and 8 and the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid same shall be in full the CitiBank Debtforce and effect; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably substance acceptable to both the Buyer Sellers and counsel to the Sellers, acting reasonably, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may which shall include but not be reasonably acceptable limited to an opinion with respect to the Seller's legal counselCanadian resale restrictions applicable to Buyer Shares issued to the Canadian Sellers on Closing; (xviii) the Buyer Escrow Agreement shall have been validly entered into by all parties thereto other than the Shareholders' Agreement Sellers and the Registration Rights Agreement on terms and conditions reasonably satisfactory to SellersEscrow Shares shall have been deposited with the Escrow Agent; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiiix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; (x) the Buyer shall have filed a notice with the British Columbia Securities Commission regarding its intention to use its final prospectus dated August 4, 1999 as an annual information form for the purposes of BOR #98/7 under the Securities Act; and (xi) the Buyer shall, at the time of Closing, be a "qualifying issuer" for purposes of BOR #98/7 under the Securities Act. The Sellers together with the Representative Seller described in Section 2(i) on behalf of all other Shareholders, may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing sell the Units and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction (or written waiver by the Sellers) of the following conditions conditions: (any or all of which may be waived in writing by Sellers): a) (i) Each of the representations contained in Sections 5.01, 5.02, 5.04, 5.05, 5.06 and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above 5.07 shall be true and correct in all material respects at as of the date hereof and on and as of the Closing Date; Date as though made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty shall be true and correct only as of such date), and (ii) all other representations and warranties contained in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” set forth therein) as of the Buyer Closing Date as though made on and as of the Parent Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty shall have performed be true and complied with all correct only as of their covenants hereunder such date), except in all material respects through the Closing;case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” qualifiers set forth therein) does not constitute a Purchaser Material Adverse Effect. (iiib) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any The covenants and agreements of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by Purchaser and Parent contained in this Agreement to be rescinded following consummation, complied with or performed by the Purchaser and/or Parent (Cas applicable) affect adversely at or before the right of the Sellers to own the Parent Shares, Closing shall have been complied with or (D) affect adversely performed in any all material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);respects. (ivc) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the The Sellers shall have received from counsel to a certificate of the Buyer an opinion in Purchaser and Parent, signed by a duly authorized officer of each of the form of EXHIBIT F-2 hereto Purchaser and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, Parent and dated as of the Closing Date containing such assumptions Date, certifying the matters set forth in clauses (a) and qualifications as may be reasonably acceptable to the Seller's legal counsel; (xb) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.this Section 8.03. 66

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (c) All applicable waiting periods (and no such injunction, judgment, order, decree, ruling, any extensions thereof) will have expired or charge shall be in effect); (iv) the Buyer otherwise been terminated and the Parent shall parties hereto will have delivered to the Seller certificates to the effect that each received all other required authorizations, consents and approvals of the conditions specified above all Governmental Entities in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing connection with the execution, delivery and performance of this Agreement and all documentsthe transactions contemplated hereby. (d) No temporary, instruments and agreements contemplated herein to preliminary or permanent restraining Order preventing the consummation of the Acquisition will be executed by in effect. (e) Each party, as appropriate, shall have obtained any required permits, licenses, approvals or notifications of any Governmental Entities, or other third parties for which the Buyer will assume responsibility for properly completing any and Parent, respectively;all necessary forms required when applying for and securing any necessary transfers. (vif) the Buyer The Buyer’s independent public accountants shall have (a) obtained completed the full and final releases of Xxxxxxx'x guarantee preparation of the CitiBank Debt or (b) paid Seller’s Audited Financial Statements, together with report of independent public accountant, in full conformity with generally accepted accounting principles consistently applied and in compliance with all requirements under the CitiBank Debt;Securities Act. (viig) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the The Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer Xxx shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers;Employment Agreement. (xih) the The Buyer and Xxxx shall have entered into the Pledge Agreement with the Seller; andConsulting Agreement. (xiii) all All actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers, and signed upon the Closing. (j) The Buyer and Xxx shall have mutually agreed to the terms of the Certificate of Designation, the form of which is subject to mutual approval by both parties. (k) The Seller shall approve the actual Purchase Price paid at Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived waiver in writing by the Sellers): (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent Nautilus shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) Nautilus shall have delivered the Initial Stock Payment to the Sellers at the Closing; (iv) Nautilus shall have assumed the Assumed Indebtedness by means of documentation in form and substance reasonably satisfactory to the Sellers, if necessary, and DVB Group Merchant Bank Asia Ltd. and Mezzanine Financing shall have accepted and approved such documentation; (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers any Seller to own the Parent SharesCommon Stock of Nautilus, or (D) affect adversely in any material respect the right of the Buyer Nautilus to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivvi) the Buyer and Closing of the Parent Tender Offer shall have occurred prior to or concurrently with the Closing; (vii) Nautilus shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 9(b)(i)-(vi) is satisfied in all respects; (vviii) the Buyer and the Parent Nautilus shall have delivered to the Seller certified Sellers resolutions of their respective Boards of Directors, adopted by the Board authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements the transactions contemplated herein to be executed hereby as certified by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases Secretary of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment AgreementNautilus; (ix) the Sellers DVB and Mezzanine Finance shall each have consented in writing to waive any default or event of default arising under the agreements setting forth the terms and conditions of the Assumed Indebtedness in connection with the transactions contemplated hereby and shall have received from counsel consented in writing to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselconsummation thereof; (x) either (A) the Buyer Insiders shall have entered into the Shareholders' Agreement assigned to O&G, for nominal consideration and the Registration Rights Agreement on terms pursuant to a form of assignment in form and conditions substance reasonably satisfactory to Sellers; the Insiders and O&G, an aggregate of 500,000 of the shares of Common Stock held by such Insiders (xiincluding 100,000 shares of Common Stock that are subject to forfeiture if certain conditions related to the price of Nautilus Common Stock are not satisfied), or (B) said 500,000 shares of Common Stock shall be forfeited for not consideration by the Buyer Insiders and cancelled by Nautilus, and Nautilus shall have entered into the Pledge Agreement issue 500,000 new shares of Common Stock to O&G with the Sellersame rights and restrictions as the forfeited shares; and (xiixi) all actions to be taken by the Buyer Nautilus in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them the Sellers in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its respective covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable final injunction, judgment, order, decree, ruling, or charge would (A) prevent ruling in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent Parties shall not have received any notice that any action, suit, investigation or proceeding shall have delivered been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby; (vi) the Sellers shall have received from the Buyer the following documents, certificates and agreements: (A) a certificate of good standing of the Buyer issued as of a recent date by the Secretary of State of the State of Minnesota; and (B) a certificate of the secretary of the Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Seller certified Buyer, as to (i) no amendments to the Articles of Incorporation of the Buyer since a specified date; (ii) the by-laws of the Buyer; (iii) the resolutions of their respective Boards the Board of Directors, Directors of the Buyer authorizing the execution, delivery execution and performance of this Agreement and all documents, instruments the transactions contemplated hereby; and agreements contemplated herein to be executed by (iv) the incumbency and signatures of the authorized representatives of the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debtexecuting this Agreement; (vii) the Buyer and the Sellers shall have received from Senior Lender approval to fund this transaction under its acquisition lineentered into the Lock-Up Agreement; (viii) the Buyer and EuclidSR Partners, L.P. shall have caused the Company to enter entered into the Xxxxxxx Employment Observation Rights Agreement; (ix) the Sellers shall have received from counsel to Buyer, the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer Sellers’ Representative and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer Escrow Agent shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerEscrow Agreement; and (xiix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 6(b) if the Sellers execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth Investor contained in (S) 3B and (S) 4B above shall this Agreement, including Article 3, must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality or Parent Material Adverse Effect, Knowledge, awareness or concept of similar import, or any qualification or limitation as to monetary amount or value)) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), except to the extent such inaccuracies, violations, or breaches would not (or would not reasonably be expected to) result in a Parent Material Adverse Effect or materially and adversely affect the Investor’s ability to consummate the transactions contemplated by this Agreement; (ii) each of the Buyer Investor, Parent and the Parent shall TD Marine must have performed and complied with all of their covenants hereunder in all material respects through with each of its covenants hereunder as of the Closing; (iii) no actionany required waiting period under the HSR Act shall have expired or early termination shall have been granted with respect to such period; (iv) the Investor, suitParent and TD Marine must have timely delivered all items required to be delivered at Closing pursuant to Section 2(f)(x) and (y), or proceeding shall respectively; (v) there must not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall Investor must have obtained or caused to be obtained all consents set forth on Schedule 8(b)(vi) (acollectively, the “Investor Required Consents”) obtained in form reasonably acceptable to the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt;Sellers; and (vii) the Buyer American Stock Exchange shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) approved the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as listing of the Closing Date containing such assumptions and qualifications as Units on the American Stock Exchange. The Sellers may be reasonably acceptable to waive any condition specified in this Section 8(b) if they execute a writing so stating at or before the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions Transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) 1. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section IV.B above shall be true and correct in all material respects at and as of the Closing Date; (ii) 2. the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) 3. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this AgreementTransactions, (Bii) cause any of the transactions contemplated by this Agreement Transactions to be rescinded following consummation, (Ciii) affect adversely the right of the Sellers Buyer to own the Parent SharesBit 3 Shares and to control Bit 3, or (Div) materially adversely affect adversely in any material respect the right of the Buyer Bit 3 to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) 4. the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) Sections VII.B.1-3 is satisfied in all respects; (v) 5. the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Parties shall have received from Senior Lender approval all other authorizations, consents, and approvals of governments and governmental agencies referred to fund this transaction under its acquisition linein Sections IV.A.2, IV.B.3, and IV.C.4 above; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) 6. the Sellers shall have received from counsel to the Buyer an opinion in form and substance mutaully agreed to by the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellersparties, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xii) 7. all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Transactions will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) except for representations and warranties that by their terms speak only as of a specified date, the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above Section 5 shall be true and correct in all material respects (except that, to the extent such representations and warranties are qualified by materiality, then such representations and warranties shall be true and correct in all respects) at and as of the Closing Date as though made on and as of the Closing Date; (ii) the Buyer and the Parent shall have materially performed and complied with all of their its covenants hereunder in all material respects through required to be performed and complied with by it at or prior to the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered the stock certificate(s) evidencing the shares of Parent Common Stock issued to the Seller certificates to the effect that each of the conditions specified above Sellers as in (S) 6(B)(i)-(iii) is satisfied in all respects;accordance with SCHEDULE 2; and (v) the Buyer and the Parent shall all material filings that are required to have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed been made by the Buyer with any governmental authority in order to carry out the transactions contemplated by this Agreement shall have been made; all material authorizations, consents, approvals and Parent, respectively; (vi) permits from all such governmental authorities required for the Buyer to carry out the transactions contemplated by this Agreement shall have been received, and all statutory waiting periods (aor extensions thereof) obtained the full and final releases of Xxxxxxx'x guarantee in respect thereof shall have expired or otherwise been terminated; all of the CitiBank Debt or (bconsents set forth in SCHEDULE 8(B)(V) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) been obtained; the Sellers shall have received from legal counsel to the Buyer an opinion substantially in the form attached as EXHIBIT E hereto; The Sellers' Representative, on behalf of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed may waive in writing any condition specified in this Section 8(b) at or prior to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth contained in (SSection 3(b) 3B and (S) 4B above shall must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), without giving effect to any supplements to the Schedules; (ii) the Buyer and the Parent shall must have performed and complied with all of their covenants hereunder in all material respects with each of its covenants hereunder through the ClosingClosing (without giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (iii) no action, suit, or proceeding shall there must not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions transactions, contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (iv) the Buyer and the Parent shall must have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiisubsections 7(b)(i)-(ii) is satisfied in all respects; (v) the Buyer and FTC must have approved the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements transactions contemplated herein to be executed by the Buyer and Parent, respectively;hereunder; and (vi) The obligations under the Buyer Deepwater Loan Documents shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) been paid in full full. The Sellers may waive any condition specified in this Section 7(b) if it executes a writing so stating at or before the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation obligations of the Sellers to proceed with Closing and consummate the transactions to be performed by them the Seller in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) 6.3.1 the representations and warranties of the Buyer and the Parent set forth in (S) 3B Section 3.2 above shall be true and (S) 4B above correct, and those that are not so qualified shall be true and correct in all material respects respects, at and as of the date of this Agreement and the Closing DateDate (except (x) 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, and (y) for changes permitted by this Agreement); (ii) 6.3.2 the Buyer and the Parent 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 Buyer shall have performed and complied with all of its covenants hereunder in all respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of 6.3.3 the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) Section 6.3.1 through Section 6.3.2 is satisfied in all respects; (v) 6.3.4 the Buyer Sellers and the Parent Company shall have delivered to procured all of the Seller certified resolutions of their respective Boards of Directorsnecessary Governmental Authority authorizations, authorizing the executionconsents, delivery orders and performance of this Agreement and all documentsapprovals, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyexcept as set forth on Schedule 6.2.5; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) 6.3.5 all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller; 6.3.6 the Buyer shall have delivered the Closing Consideration in accordance with Section 2.2; 6.3.7 the Buyer shall have executed and delivered the Non-Competition Agreements, by and between each Seller and the Buyer substantially in the form attached hereto as Exhibit F; 6.3.8 the Buyer shall have entered into that certain Release of Claims identified in Section 6.2.9 above; 6.3.9 the Buyer shall have entered into the Employment Agreement identified in Section 6.2.8 above; and 6.3.10 the Board of Directors of the Buyer shall have authorized and approved this Agreement and the transactions contemplated hereby; The Sellers may waive any condition to its obligations specified in this Section 6.3 by execution of a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers --------------------------------------- to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (iA) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Article III above shall be true and correct in all material respects at and as of the Closing Date; (iiB) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiiC) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivD) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6.2(a)-(c) is satisfied in all respects; (vE) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act shall have expired or otherwise been terminated and the Parties and the Target shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.2; (F) the Buyer and the Parent shall have delivered executed the Escrow Agreement; (G) the Buyer shall have executed the Non-competition and Consulting Agreement; (H) the Sellers shall have received from Xxxx, Xxxxxxx and Xxxxxxxx, P.C., counsel for the Buyer, an opinion, dated the Closing Date and in form and substance reasonably satisfactory to counsel for Stockholders, to the Seller certified resolutions effect that: (I) the Buyer is a corporation validly existing and in good standing under the laws of their respective Boards the State of Directors, authorizing Nevada; (II) the Buyer has the corporate power to execute and deliver this Agreement and to carry out the terms and conditions hereof; (III) the execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporate action; and (IV) This Agreement and all documents, instruments and agreements contemplated herein the collateral documents to be executed in connection herewith constitute the valid and binding obligations of the Buyer, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights generally and except that the Buyer and Parent, respectivelyavailability of the remedy of specific performance or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought); (viI) the Buyer shall have (a) obtained delivered to the full and final releases Sellers a certificate of Xxxxxxx'x guarantee good standing from the Nevada Secretary of State certifying the good standing of the CitiBank Debt or (b) paid in full the CitiBank DebtBuyer; (viiJ) the Buyer shall have received from Senior Lender approval delivered to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as a copy of the Closing Date containing such assumptions resolutions of the Buyer's Board of Directors or duly authorized committee thereof that approve this transaction, said copy being certified by the corporate secretary of the Buyer; and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiiK) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 6.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver by the Sellers in their sole discretion) of the following conditions (any or all of which may be waived in writing by Sellers):further conditions: (ia) All Authorizations and Orders of, declarations and filings with, and notices to, any Governmental Body or other Person required to be obtained or made by the Buyer to permit the consummation of the transactions contemplated by this Agreement shall have been obtained or made and shall be in full force and effect. (b) No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the transactions contemplated by this Agreement shall be in effect against the Buyer. No Law shall have been enacted or shall be deemed applicable to the transactions contemplated by this Agreement which makes the consummation of such transactions by the Buyer illegal. (c) Each of the representations and warranties of the Buyer and the Parent set forth in (S) 3B this Agreement that is qualified by materiality shall be true and (S) 4B above correct at and as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Closing Date; , except in each case (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, or (ii) the for changes contemplated by this Agreement. (d) The Buyer and the Parent shall have performed and or complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated with all obligations and covenants required by this Agreement to be rescinded following consummationperformed or complied with by the Buyer at or prior to the Closing Date. (e) The Sellers shall have been released from any and all guarantees under, (C) affect adversely the right and similar obligations with respect to, any Indebtedness of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Company and each of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);Subsidiaries. (ivf) the The Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in Sellers all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect be delivered by the transactions contemplated hereby will be reasonably satisfactory in form and substance Buyer to the SellerSellers pursuant to Section 2.4(b). (g) The Transfer and Redemption shall have been completed.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3.2 above shall be true and correct in all material respects at and as of the Closing Date; (iib) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) no action, suit, or proceeding shall be pending or, to the knowledge of either Buyer or JPE, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, ; (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); or (iii) adversely affect the ability of either Buyer or JPE to perform its obligations under the Agreement or transactions contemplated by the Agreement; (ivd) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6.2(a)-(c) is satisfied in all respects; (ve) the Buyer and the Parent shall have delivered to entered into an employment and non-compete agreement with Xxxx Xxxxxx Xxxx for a period of five (5) years with an annual non-compete payment in the Seller certified resolutions amount of their respective Boards of Directors, authorizing $70,000 and upon the execution, delivery terms and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyconditions as set forth in Exhibit 6.1(f); (vif) Simultaneous with the Closing, Buyer shall have (a) obtained pay all amounts owing by the full Company to Creekwood Capital Corporation and final obtain releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debtfrom Sellers' guaranties to Creekwood; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixg) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit 6.2(f) attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiih) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this Section 6.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing Completion is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Article 6 above shall be true and correct in all material respects at and as of the Closing Completion Date; (iib) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects and agreements under this Agreement through the ClosingCompletion; (iiic) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgmentjudgement, order, decree, ruling, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) the Buyer and the Sellers shall have entered into the Non-Compete Agreement and the Escrow Agreement; (e) the Buyer shall have delivered to the Sellers (i) the consideration set forth in Clause 2.1, as adjusted, and less the amount deposited by Buyer pursuant to the Escrow Agreement; (Bii) cause evidence that the amount to be deposited by Buyer pursuant to the Escrow Agreement has been deposited in accordance herewith; (iii) evidence of the appointment by the Buyer of the Buyer's Representatives to the Board of Directors of the Company; and (iv) any other agreements, documents, certificates or other instruments reasonably necessary to consummate the transactions contemplated by this Agreement; and (f) the Parties, the Company and its Subsidiaries shall have received all necessary authorisations, consents and approvals of the European Commission and any other Governmental Authorities, if any, required for the consummation of the transactions contemplated by this Agreement Agreement. The Sellers may waive any condition specified in this Clause 11.2 if they execute a written waiver at or prior to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerCompletion.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SS)3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiS)7(b)(i)- (iii) is satisfied in all respects; (v) the Buyer and the Parent Company shall have delivered received all other authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin (S)3(a)(ii), authorizing the execution(S)3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively(S)4(c) above]; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of and substance as set forth in EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the SellersE attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this (S)7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction or waiver of the following conditions (any or all conditions: 9.2.1 each of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth contained in this Agreement (Sas may be amended by Buyer in accordance with Section 19.12) 3B and (S) 4B above shall be true and correct in all material respects at as of the date hereof and on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties made only as of a specific date (which need only be correct as of such date), and except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect on the Buyer or the ability of the Buyer to perform its obligations under this Agreement (provided that to the extent such representation or warranty is qualified by its terms by materiality or Material Adverse Effect, such qualification in its terms shall be inapplicable for purposes of this Section and the Material Adverse Effect qualification contained in this Section 9.2.1 shall apply in lieu thereof); (ii) 9.2.2 the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; 9.2.3 the Buyer shall have delivered to the Sellers an officer’s certificate to the effect that each of the conditions specified in Sections 9.2.1 and 9.2.2 is satisfied in all respects (iii) no action, suit, or proceeding “Buyer’s Closing Certificate”); 9.2.4 there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any the sale of the transactions Purchased Assets, the Xxxxxx Xxxxx Company Shares or the Xxxxxx Cogen Company Interests as contemplated by this Agreement; 9.2.5 all necessary filings and notifications under the HSR Act shall have been made, including any required additional information or documents, and the waiting period referred to in such Act applicable to the transaction, and any agreement with any Governmental Authority not to consummate the transaction, shall have expired or been terminated; 9.2.6 the FERC Filing and the Other Governmental Approvals shall have been obtained; 9.2.7 the Other Agreements shall be duly executed and delivered by Xxxxx simultaneously with the Closing (B) cause except for any Other Agreements already executed and delivered prior to Closing); and 9.2.8 in accordance with Paragraph 8 of the transactions contemplated by this Agreement to be rescinded following consummationConsent Decree, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance written notice of this Agreement shall have been provided to the parties to the Consent Decree, including the United States, at least thirty (30) days prior to Closing, and all documentsa motion to enter the Consent Decree Modification shall have been provided to the Department of Justice, instruments and agreements contemplated herein the Parties shall use Reasonable Efforts to be executed seek filing and approval of such motion by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerConsent Decree Court.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true true, complete and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, consummation or (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect have a Material Adverse Effect on the right of the Buyer to own its assets and to operate its businesses business (and no such material injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all material respects; (v) the Buyer and the Parent Targets shall have delivered received all material authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin Section 3(a)(ii), authorizing the executionSection 3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySection 4(c) above; (vi) the Buyer shall have (a) obtained entered into a Management Agreement with each of Fellon and McCord in the full form and final releases of Xxxxxxx'x guarantee of xubstance as set forth in Exhibits C-1 and C-2 attached hereto and the CitiBank Debt or (b) paid same shall be in full the CitiBank Debtforce and effect; (vii) there will not have been any Material Adverse Effect on the Buyer shall have received from Senior Lender approval to fund between the date of this transaction under its acquisition lineAgreement and the Closing; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and substance reasonably acceptable to both the Buyer and the counsel for Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions Date; (ix) Fellon and qualifications as may be reasonably acceptable to the Seller's legal counselMcCord shall have been xxxxxxed from all personal guaranties of obligations of FMA, AGS and AES which guaranties are set forth on Exhibit D attached hereto; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers; and (xi) all necessary regulatory approvals, including the approvals set forth in Section 5(h) above, still have been obtained. The Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers each Seller to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Contemplated Transactions; (iv) the Buyer and the Parent shall have delivered to Vista (on behalf of all the Seller certificates Sellers) a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 8(b)(i)(iii) is satisfied in all respects; (v) on or before March 19, 2001, the Buyer and the Parent Bankruptcy Court shall have delivered to entered the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyBid Procedures Order; (vi) on or before April 16, 2001, the Buyer Bankruptcy Court shall have (a) obtained entered the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt Sale Order, which shall not have been modified, vacated, or (b) paid reversed in full the CitiBank Debtany manner; (vii) on or before the date of this Agreement, F&L and the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition lineexecuted the ProCare Agreement; (viii) Vista (on behalf of the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixSellers) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDocuments; and (xiiix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, Contemplated Transactions and all certificates, opinions, instruments, orders, and other documents required to effect the transactions contemplated hereby Contemplated Transactions will be reasonably satisfactory in form and substance to the SellerSellers. Vista (on behalf of all the Sellers) may waive any condition specified in this Section 8(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers an officer's certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified Sellers an officer's certificate attaching resolutions duly adopted by its board of their respective Boards of Directors, authorizing the execution, delivery and performance of directors approving this Agreement and all documents, instruments and agreements the transactions contemplated herein to be executed by the Buyer and Parent, respectivelyhereby; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit G attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSeller Representatives. The Seller Representatives may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing sell the Units and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction (or written waiver by the Sellers) of the following conditions conditions: (any or all of which may be waived in writing by Sellers): a) (i) Each of the representations contained in Sections 5.01, 5.02, 5.04, 5.05, 5.06 and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above 5.07 shall be true and correct in all material respects at as of the date hereof and on and as of the Closing Date; Date as though made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty shall be true and correct only as of such date), and (ii) all other representations and warranties contained in Article V shall be true and correct (without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” set forth therein) as of the Buyer Closing Date as though made on and as of the Parent Closing Date (except to the extent any such representation or warranty is expressly made as of a specific date, in which case such representation or warranty shall have performed be true and complied with all correct only as of their covenants hereunder such date), except in all material respects through the Closing;case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” qualifiers set forth therein) does not constitute a Purchaser Material Adverse Effect. (iiib) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any The covenants and agreements of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by Purchaser and Parent contained in this Agreement to be rescinded following consummation, complied with or performed by the Purchaser and/or Parent (Cas applicable) affect adversely at or before the right of the Sellers to own the Parent Shares, Closing shall have been complied with or (D) affect adversely performed in any all material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);respects. (ivc) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the The Sellers shall have received from counsel to a certificate of the Buyer an opinion in Purchaser and Parent, signed by a duly authorized officer of each of the form of EXHIBIT F-2 hereto Purchaser and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, Parent and dated as of the Closing Date containing such assumptions Date, certifying the matters set forth in clauses (a) and qualifications as may be reasonably acceptable to the Seller's legal counsel; (xb) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellerthis Section 8.03.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (c) All applicable waiting periods (and no such injunction, judgment, order, decree, ruling, any extensions thereof) will have expired or charge shall be in effect); (iv) the Buyer otherwise been terminated and the Parent shall parties hereto will have delivered to the Seller certificates to the effect that each received all other authorizations, consents and approvals of the conditions specified above all Governmental Entities in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing connection with the execution, delivery and performance of this Agreement and all documentsthe transactions contemplated hereby. (d) No temporary, instruments and agreements contemplated herein to preliminary or permanent restraining Order preventing the consummation of the Acquisition will be executed by in effect. (e) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any Governmental Entities, lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and Parent, respectively;all necessary forms required when applying for and securing any necessary transfers. (vif) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the The Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer each Seller shall have entered into an employment agreement for a term of two (2) years that include annual aggregate compensation of $270,000, in form and substance mutually satisfactory to the Shareholders' Agreement Buyer and the Registration Rights Agreement each Seller. (g) The Buyer shall have obtained on terms and conditions reasonably satisfactory to Sellers;it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company after the Closing. (xih) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. (i) The Company shall have received new triple net leases for the Real Property, which shall include annual rent of $100,000, a term of ten (10) years and a provision permitting assignment by the Buyer (provided Buyer and Company remain liable thereunder), in form and substance mutually satisfactory to the parties. (j) Buyer shall have delivered to Seller the Purchase Price, the Buyer Notes, the Buyer Short Term Notes, and all other Closing deliverables required to be delivered to Seller hereunder. (k) Sellers shall have received from various third parties releases of their personal guarantees of the obligations of Company.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and --------------------------------------- consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Buyer HSR Act shall have expired or otherwise been terminated and the Parent Parties, the Company, and its Subsidiaries shall have delivered received all other authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin Section 3(a)(ii), authorizing the executionSection 3(b)(ii), delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelySection 4(c) above; (vi) all applicable consents, permits and orders required by the Buyer FCC, the Georgia PSC and any other governmental authority shall have (a) been obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debtbecome final; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit E attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDate; (xviii) the Buyer shall have entered into delivered to Sellers such documents and certificates of officers and public officials as shall be reasonably requested by Seller's counsel to establish the Shareholders' existence and good standing of the Company and its Subsidiaries and the due authorization of this Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellerstransactions contemplated hereby by Buyer; (xiix) Buyer and the Buyer members thereof shall have entered into executed the Pledge Agreement with limited liability operating agreement of Coastal Communications, LLC reflecting the Sellerunderstanding of the parties as outlined in the letter of intent between the parties dated October 5, 1999, thereby making provision for the transfer of the Coastal Communications Interest and for all rights and priorities relating to such interest; and (xiix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers; and (xi) Sellers shall be satisfied as to the Sellerability of Buyer to fulfill its obligations under the limited liability operating agreement of Buyer prior to December 14, 1999, or this condition shall be satisfied. The Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SS)3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiS)7(b)(i)-(iii) is satisfied in all respects; (v) CIBC shall have consented to the Buyer transactions set forth herein and released its security interest in the Company Shares and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyXxxxxxx Pocono Assets; (vi) the Buyer shall have (a) obtained delivered the full Xxxx of Sale and final releases of Xxxxxxx'x guarantee any other documents necessary to evidence the assumption of the CitiBank Debt or (b) paid in full the CitiBank DebtAssumed Liabilities; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions in form and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions substance reasonably satisfactory to counsel to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xiiviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this (S)7(b) at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) i. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date; (ii) . the Buyer and the Parent Buyers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) . no action, suit, investigation, inquiry or other proceeding shall be pending or threatened before any court or quasi-quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulingstipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or impose damages or penalties upon any of the Parties if such transactions are consummated, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (iv) . the Buyer and the Parent Buyers shall have delivered to the Seller certificates Sellers one or more certificate(s) (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 5(b)(i)-(iii) is satisfied in all respectsrespects and the statements contained in such certificate shall be deemed a warranty of the Buyers which shall survive the Closing; (v) v. each of the Buyer Assignment Applications shall have been approved by a Final Order of the FCC and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Buyers shall have received from Senior Lender approval all governmental approvals required to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion transfer all other authorizations, consents, and approvals of governments and governmental agencies set forth in the form of EXHIBIT F-2 hereto and reasonably acceptable to both Disclosure Schedule; and vi. the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer relevant parties shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to SellersPostclosing Agreement; (xi) vii. the Buyer Parties shall have entered into agreed to allocate the Pledge Agreement Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the Selleran allocation schedule to be delivered at closing; and (xii) viii. all actions to be taken by the Buyer Buyers in connection with the consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been terminatxx xxx xxx Xxxxxrs and the Buyer and the Parent shall have delivered to received all other authorizations, consents, and approvals of governments and governmental agencies and private parties identified in ss.4(c) of the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyDisclosure Schedule; (vi) the Buyer shall have entered into the Master Tower Space Lease, the Sites Leases and the Site Subleases (ato the extent landlords thereunder have not executed direct lease with the Buyer) obtained substantially in the full form of Exhibits D, E and final releases of Xxxxxxx'x guarantee of F, respectively, and the CitiBank Debt or (b) paid same shall be in full the CitiBank Debtforce and effect; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from the Buyer's counsel to the Buyer an opinion substantially in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellersas set forth in Exhibit L attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiiviii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this ss.7(b) if it executes a written instrument so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions Transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) 1. the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section IV.B above shall be true and correct in all material respects at and as of the Closing Date; (ii) 2. the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) 3. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this AgreementTransactions, (Bii) cause any of the transactions contemplated by this Agreement Transactions to be rescinded following consummation, (Ciii) affect adversely the right of the Sellers Buyer to own the Parent SharesSDL Shares and to control SDL, or (Div) materially adversely affect adversely in any material respect the right of the Buyer SDL to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) 4. the Buyer and the Parent shall have delivered to the Seller certificates Sellers' Attorney-in-Fact a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) Sections VII.B.1-3 is satisfied in all respects; (v) 5. the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer Parties shall have received from Senior Lender approval all other authorizations, consents, and approvals of governments and governmental agencies referred to fund this transaction under its acquisition linein Sections IV.A.2, IV.B.3, and IV.C.5 above; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) 6. the Sellers shall have received from counsel to the Buyer an opinion in form and substance mutually agreed to by the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellersparties, addressed to the Sellers' Attorney-in-Fact, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xii) 7. all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Transactions will be reasonably satisfactory in form and substance to the SellerSellers.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction or waiver of the following conditions (any or all conditions: 7.2.1 each of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer contained in this Agreement that is qualified as to materiality (including Material Adverse Effect) shall be true and the Parent set forth in (S) 3B correct, and (S) 4B above each of such representations and warranties that is not so qualified shall be true and correct in all material respects at respects, as of the date of this Agreement and as of the Closing DateDate as though made on and as of the Closing Date (except for any particular representation and warranty made only as of a specified date); (ii) 7.2.2 the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) no action, suit, or proceeding 7.2.3 there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect restraining or preventing consummation of any of the transactions contemplated by this AgreementAgreement nor shall any action have been taken or any statute, (B) cause any rule, regulation or order have been enacted, entered or enforced or be deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely hereby illegal or prevents or prohibits the right sale of the Sellers to own Assets or the Parent Shares, or (D) affect adversely in any material respect the right of Facilities; 7.2.4 the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers an officer’s certificate on behalf of the Buyer to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) subsections 7.2.1 through 7.2.2 is satisfied in all respects and that, to the Knowledge of the Buyer, each of the conditions specified in subsection 7.2.3 is satisfied in all respects; (v) 7.2.5 all necessary filings and notifications under the HSR Act shall have been made, including any required additional information or documents, and the waiting period referred to in such Act applicable to the transaction shall have expired or been terminated; 7.2.6 all Governmental and Third Party consents and authorizations specified in Schedule 7.2.6 required for the consummation of the transactions contemplated by this Agreement shall have been obtained; 7.2.7 no Material Adverse Effect with respect to the Buyer and the Parent Guarantor shall have delivered to occurred since the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelydate hereof; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) 7.2.8 the Sellers shall have received from counsel the deliveries to be received by the Buyer an opinion Sellers set forth in Section 2.9; and 7.2.9 the form of EXHIBIT F-2 hereto Ancillary Agreements shall be in full force and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated effect as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing Acquisition is subject to the satisfaction or waiver by the Sellers of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall this Agreement will be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date; Date (ii) except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct does not adversely affect the ability of the Buyer to consummate the Acquisition and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the other transactions contemplated by this Agreement, (B) cause any . The Sellers will have received a certificate signed on behalf of the Buyer by a duly authorized officer of of the Buyer to such effect. (b) The Buyer will have performed in all material respects all of the covenants required to be performed by it under this Agreement at or prior to the Closing except such failures to perform as do not materially adversely affect the ability of the Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right Agreement. The Sellers will have received a certificate signed on behalf of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right Buyer by a duly authorized officer of the Buyer to own its assets and to operate its businesses such effect. (c) All applicable waiting periods (and no such injunction, judgment, order, decree, ruling, any extensions thereof) will have expired or charge shall be in effect); (iv) the Buyer otherwise been terminated and the Parent shall parties hereto will have delivered to the Seller certificates to the effect that each received all other authorizations, consents and approvals of the conditions specified above all Governmental Entities in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing connection with the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby. (d) Each party, as appropriate, shall have obtained any required consents, permits, licenses, approvals or notifications of any Governmental Entities, lenders, lessors, suppliers, customers or other third parties for which the Buyer will assume responsibility for properly completing any and all certificatesnecessary forms required when applying for and securing any necessary transfers. (e) No temporary, opinions, instruments, and other documents required to effect preliminary or permanent restraining Order preventing the transactions contemplated hereby consummation of the Acquisition will be reasonably satisfactory in form and substance to the Sellereffect.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the representations and warranties of the Buyer and the Parent set forth contained in (S) 3B and (S) 4B above Section 3.2 shall be true and correct in all material respects at when made and as of the Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effect on the Sellers; provided, however, that if any representation and warranty of the Buyer is determined to be untrue or incorrect prior to the Closing Date and such failure of such representation and warranty to be so true and correct would have a material adverse effect, then Sellers shall notify Buyer upon such determination, and Buyer shall have the right, but not the obligation, to cure such failure on or before the Closing Date, in which case, if cured, such failure shall be deemed to have been waived; (iib) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing except to the extent any failure to perform or comply would not have a material adverse effect on the Sellers; (iiic) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivd) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiisubsections 7.2(a)-(c) is satisfied in all respects; (ve) any governmental approvals required to consummate the transactions contemplated by this Agreement shall have been received; (f) all third party consents required to effectuate the transaction under this Agreement have been received by the Sellers on terms acceptable to it, in its sole discretion; and (g) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee Sellers an opinion of the CitiBank Debt law firm of Huddleston, Bolen, Xxxxxx, Xxxxxx & Xxxxx LLP (relying to the extent deemed necessary by such counsel on the opinion of Delaware counsel), or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from other counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be that is reasonably acceptable to the Seller's legal counsel; (x) , substantially in the Buyer shall have entered into form attached as Exhibit I. The Sellers may waive any condition specified in this Section 7.2 if it executes a writing so stating at or before the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers Seller to proceed with Closing and consummate the transactions to be performed by them the Seller in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers): conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 4 above shall be true and correct in all material respects at and as of the Closing Date; ; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; ; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); ; (iv) the Buyer and the Parent shall have delivered to the Seller certificates a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6(b)(i)-(iii) is satisfied in all respects; ; (v) the Buyer and the Parent shall have executed and delivered to Xxxxx the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; Employment Agreement; (vi) the Buyer shall have (a) obtained delivered to CSI-NV a stock certificate for 2,850,000 shares of OPMG Preferred Stock, shall have delivered to CSI-FL a cash payment in the full amount of $100.00, shall have delivered to PGI-FL a cash payment in the amount of $100.00, and final releases shall have delivered to PGI-NV a cash payment in the amount of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; $100.00; and (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Seller may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing. 7.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the representations and warranties of the Buyer and the Parent set forth contained in (S) 3B and (S) 4B above Section 3.2 shall be true and correct in all material respects at when made and as of the Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effect on the Sellers; provided, however, that if any representation and warranty of the Buyer is determined to be untrue or incorrect prior to the Closing Date and such failure of such representation and warranty to be so true and correct would have a material adverse effect, then Sellers shall notify Buyer upon such determination, and Buyer shall have the right, but not the obligation, to cure such failure on or before the Closing Date, in which case, if cured, such failure shall be deemed to have been waived; (iib) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing except to the extent any failure to perform or comply would not have a material adverse effect on the Sellers; (iiic) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivd) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiisubsections 7.2(a)-(c) is satisfied in all respects; (ve) any governmental approvals required to consummate the transactions contemplated by this Agreement shall have been received; (f) all third party consents required to effectuate the transaction under this Agreement have been received by the Sellers on terms acceptable to it, in its sole discretion; and (g) the Buyer and the Parent shall have delivered to the Seller certified resolutions Sellers an opinion of their respective Boards counsel (relying to the extent deemed necessary by such counsel on the opinion of DirectorsChinese counsel), authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from other counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be that is reasonably acceptable to the Seller's legal counsel; (x) . The Sellers may waive any condition specified in this Section 7.2 if it executes a writing so stating at or before the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B §5 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii§8(b)(i)-(iii) is satisfied in all respects; (v) the Buyer Sellers and Central and the Parent Buyer shall have delivered received all other material authorizations, consents, and approvals of governments and governmental agencies referred to the Seller certified resolutions of their respective Boards of Directorsin §3(c), authorizing the execution, delivery §4(c) and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively§5(c) above; (vi) the Buyer Accuval Valuation shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel been delivered to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the SellersBuyers on or before , addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller20 ; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may waive any condition specified in this §8(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing enter into and consummate the transactions to be performed by them in connection with complete the Closing is shall be subject to satisfaction the fulfillment on or prior to the Closing Date of the following conditions (conditions, any one or all more of which may be waived in writing by the Sellers):: (ia) Each of NFO-UK and NFO shall have performed and compiled with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date pursuant to the terms hereof; (b) The representations and warranties of the Buyer each of NFO-UK and the Parent set forth NFO contained in (S) 3B and (S) 4B above this Agreement shall be true and correct in all material respects at on and as of the Closing DateDate as if made on and as of such date; (iic) the Buyer NFO-UK and the Parent NFO shall have performed delivered to each Seller a certificate in form and complied with all of their covenants hereunder substance reasonably satisfactory to them, dated the Closing Date, certifying as to the matters set forth in all material respects through the ClosingSections 5.2(a) and (b); (iiid) no actionThe Sellers shall have received the opinion of Xxxx, suitWeiss, Rifkind, Xxxxxxx & Xxxxxxxx, counsel to NFO-UK and NFO, dated the date of the Closing, addressed to the Sellers substantially in the form attached hereto as Exhibit F; (e) No order, statute, rule, regulation, executive order, stay, decree, judgment or proceeding injunction shall be pending have been enacted, entered, promulgated or threatened before enforced by any court or quasi-judicial governmental authority which prohibits or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent prevents the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivf) the Buyer NFO-UK and the Parent NFO shall have delivered to the Seller certificates Sellers a certificate, in form and substance reasonably satisfactory to the effect Sellers, signed by an executive officer thereof, dated the Closing Date, certifying that each full and complete copies of the conditions specified above following are attached thereto: minutes of the Board of Directors thereof (or unanimous written consents in (Slieu thereof) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer authorizing and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of approving this Agreement and all documentsthe transactions contemplated hereby, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee copies of the CitiBank Debt Certificate of Incorporation and By-laws thereof as in effect on the date hereof, and such other documents or (b) paid instruments as the Sellers may reasonably request in full writing not less than two days prior to the CitiBank Debt; (vii) Closing Date to carry out the Buyer shall have received from Senior Lender approval to fund intent and purpose of this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixg) NFO shall have executed and delivered the Registration Rights Agreement; (h) The Company shall have entered into the Service Agreements; and (i) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as a copy of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable letter of Xxxxxx Xxxxxxxx LLP referred to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSection 2.9 hereof.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3.2 above shall be true and correct in all material respects at and as of the Closing Date; (iib) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iiic) no action, suit, or proceeding shall be pending or threatened before any court or of quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, ; (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)) or (iii) have a material adverse affect on the right of Team or the Buyer to own its assets and to operate its businesses; (ivd) Team and the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7.2(a)-(c) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixe) the Sellers shall have received from counsel to Team and the Buyer an opinion in the form of EXHIBIT F-2 hereto and substance reasonably acceptable satisfactory to both the Buyer and the Sellers, addressed to the Sellers, Sellers and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counselDate; (xf) Team, the Buyer and the Escrow Agent shall have entered into executed and delivered the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to SellersEscrow Agreement; (xig) Team is prepared to pay to the Buyer shall have entered into Sellers the Pledge Agreement with the SellerPurchase Price; and (xiih) all actions to be taken by Team and the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerShareholder Representative. The Shareholder Representative may waive any condition specified in this Section 7.2 if he executes a writing so stating at or prior to the Closing, which shall be appended to this Agreement.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth contained in (S) 3B and (S) 4B above shall this Agreement, including Article 3, must be true and correct in all material respects at and (without giving effect to any supplement to the Schedules or any qualification as to materiality, Knowledge, awareness or concept of similar import, or any qualification or limitation as to monetary amount or value)) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date), except to the extent such inaccuracies, violations, or breaches would not (or would not reasonably be expected to) delay or materially affect the Buyer’s ability to consummate the transactions contemplated by this Agreement; (ii) the Buyer and the Parent shall must have performed and complied with all of their covenants hereunder in all material respects with each of its covenants hereunder through the Closing; (iii) no action, suit, any required waiting period under the HSR Act shall have expired or proceeding early termination shall have been granted with respect to such period; (iv) the Buyer must have timely delivered all items required to be pending or threatened before delivered at Closing pursuant to Section 2(e); (v) there must not be any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively;; and (vi) the Buyer shall must have obtained all consents set forth on Schedule 7(b)(vi) (acollectively, the “Buyer Required Consents”) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (xSellers. The Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or before the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers Seller to proceed with Closing and consummate the transactions to be performed by them the Seller in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6(b)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have executed and delivered to Xxxxx the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyEmployment Agreement; (vi) the Buyer shall have (a) obtained the full and final releases delivered to CSI-NV a stock certificate for 2,850,000 shares of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer OPMG Preferred Stock, shall have received from Senior Lender approval delivered to fund this transaction under its acquisition line; (viii) CSI-FL a cash payment in the Buyer amount of $100.00, shall have caused delivered to PGI-FL a cash payment in the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers amount of $100.00, and shall have received from counsel delivered to the Buyer an opinion PGI-NV a cash payment in the form amount of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller$100.00; and (xiivii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Seller 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 Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (Sss.3(b) 3B and (S) 4B above shall be true and correct in all material respects (other than representations and warranties having materiality qualifiers, which shall be true and correct in all respects) at and as of the Closing Date; (ii) the Buyer and the Parent Xxxxxx shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent Xxxxxx shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiss.7(b)(i)-(iii) is satisfied in all respects; (v) the Buyer TYL, Minor and the Parent KM shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectivelyentered into Employment Agreements with Xxxxxx; (vi) the Buyer Xxxxxx shall have (aexecuted and delivered the Registration Rights Agreement in the form of Exhibit 7(b)(vi) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debthereto; (vii) no material adverse change in the Buyer business, assets, liabilities, income, financial condition or business prospects of Xxxxxx ("Xxxxxx Material Adverse Change") shall have received from Senior Lender approval occurred since the date of the latest Xxxxxx SEC Report; provided, however, that if a Xxxxxx Material Adverse Change shall have occurred, the Seller and Xxxxxx shall negotiate in good faith with respect to fund a reasonable adjustment to the Purchase Price. If agreement is not reached with respect to such an adjustment, the Sellers may terminate this transaction under its acquisition lineAgreement for failure of a condition precedent; (viii) the Buyer Xxxxxx shall have caused used its commercially reasonable best efforts to obtain releases of any personal guarantees the Company to enter into the Xxxxxxx Employment AgreementSellers may have given for ACER Liabilities; (ix) the Parties and ACER shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) above; (x) the Sellers shall have received from counsel to the Buyer Xxxxxx an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit 7(b)(x) attached hereto, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to SellersDate; (xi) the Buyer Xxxxxx and The Fifth Third Bank shall have entered into executed and delivered the Pledge Agreement with the Seller; andEscrow Agreement; (xii) TYL shall have received the letter agreement relating to his nomination and recommendation for membership on Xxxxxx'x Board of Directors; and, (xiii) all actions to be taken by the Buyer Xxxxxx in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerRequisite Sellers. The Requisite Sellers may waive any condition specified in this ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (SSection 3(b) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date;; 37 (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (iii) the Buyer shall have procured all of the third party authorizations, consents and approvals specified in Section 5(b) above to be procured by the Buyer; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction Governmental Body or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 7(b)(i)-(iv) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer Parties, the Company, and its Subsidiaries shall have (areceived all authorizations, consents, and approvals of Governmental Bodies referred to in Section 3(a)(ii)-(iii), Section 3(b)(ii)-(iii), and Section 4(d) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debtabove; (vii) the Buyer Company shall have received from Senior Lender approval to fund this transaction under its acquisition lineentered into an Employment Agreement with each of Werner Dreesbach and Christopx Xxxxxxx, xxx the xxxx xxxxl be in full force and effect; (viii) no material adverse change in the business, financial condition or prospects of the Buyer shall have caused occurred from September 30, 1996 through the Company to enter into the Xxxxxxx Employment AgreementClosing Date; (ix) there shall not have occurred since the date of this Agreement a halt or suspension in trading of the Buyer Common Shares on The Nasdaq Stock Market (other than ordinary suspensions of not more than one (1) day's duration to facilitate dissemination of material information to the public or any other halt or suspension that shall not materially and adversely effect the trading market or value of the Buyer's Common Stock) or a halt or suspension generally of trading on any national stock exchange or market in the United States. (x) the Sellers shall have received from outside counsel to the Buyer an opinion of counsel, in the form of EXHIBIT F-2 hereto and substance reasonably acceptable satisfactory to both the Buyer and the Sellers' Representative, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiixi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerSellers. The Sellers may jointly waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation obligations of the Sellers to proceed with Closing and consummate the transactions Closing are subject to the reasonable satisfaction (or waiver, in whole or in part, to the extent permitted by Applicable Law, by the Sellers’ Representative) of each of the following conditions: (i) The Buyer shall have performed and satisfied in all material respects each of its agreements and obligations set forth in this Agreement required to be performed and satisfied by them in connection with it at or prior to the Closing is subject to satisfaction of the following conditions Closing; (any or all of which may be waived in writing by Sellers): (iii) the representations and warranties of the Buyer and the Parent set forth contained in (S) 3B and (S) 4B above this Agreement, shall be true complete and correct in all material respects at and as of the Closing Date; , as if made at and as of such date (ii) the Buyer except that those representations and the Parent shall have performed and complied with all warranties which are made as of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding a specific date shall be pending complete and correct only as of such date), except to the extent that breaches thereof, individually or threatened before any court or quasi-judicial or administrative agency of any federalin the aggregate, statehave not had, localand would not reasonably be expected to have, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of a material adverse effect on the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right ability of the Buyer to own perform its assets obligations under this Agreement; and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ixiii) the Sellers shall have received from counsel a certificate signed by an authorized officer of the Buyer to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed foregoing effect. (b) The waiting period applicable to the Sellers, purchase and dated as sale of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to Shares under the Seller's legal counsel; (x) the Buyer HSR Act shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer been terminated or shall have entered into expired and all material Consents of and Filings with any Governmental Entity, including under Applicable Foreign Antitrust Law, which are necessary for the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions by the Sellers contemplated herebyby this Agreement shall have been obtained or made, except for such Consents and all certificatesFilings the failure of which to obtain, opinionsindividually or in the aggregate, instrumentswould not reasonably be expected to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement and the failure of which to obtain would not subject any Seller or any officer, director or agent of any Seller to civil or criminal liability. (c) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other documents required to effect legal restraint or prohibition of any Governmental Entity preventing the purchase and sale contemplated hereby or the consummation of the transactions contemplated hereby will to be reasonably satisfactory effected by the Sellers at the Closing shall be in form and substance to the Sellereffect.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them it in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the The representations and warranties of the Buyer and the Parent set forth contained in (S) 3B and (S) 4B above Section 3.2 shall be true and correct in all material respects at when made and as of the Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effect on the Sellers; provided, however, that if any representation and warranty of the Buyer is determined to be untrue or incorrect prior to the Closing Date and such failure of such representation and warranty to be so true and correct would have a material adverse effect, then Sellers shall notify Buyer upon such determination, and Buyer shall have the right, but not the obligation, to cure such failure on or before the Closing Date, in which case, if cured, such failure shall be deemed to have been waived; (iib) the The Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through the ClosingClosing except to the extent any failure to perform or comply would not have a material adverse effect on the Sellers; (iiic) no action, suit, or proceeding There shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivd) the The Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiisubsections 7.2(a)-(c) is satisfied in all respects; (ve) Any governmental approvals required to consummate the transactions contemplated by this Agreement shall have been received; (f) All third party consents required to effectuate the transaction under this Agreement have been received by the Sellers on terms acceptable to it, in its sole discretion; and (g) The Buyer and the Parent shall have delivered to the Seller certified resolutions Sellers an opinion of their respective Boards counsel (relying to the extent deemed necessary by such counsel on the opinion of DirectorsChinese counsel), authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from other counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be that is reasonably acceptable to the Seller's legal counsel; (x) . The Sellers may waive any condition specified in this Section 7.2 if it executes a writing so stating at or before the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellerClosing.

Conditions to Obligation of the Sellers. The obligation obligations of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with at the Closing is are subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (ia) the all representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above this Agreement shall be true and correct in all material respects at when made and as of the Closing Dateas though such representations and warranties were then made, except for those representations and warranties which are expressly stated to be made solely as of the date of this Agreement or another specified date, which shall be true and correct in all material respects solely as of the date of this Agreement or such other specified date, as applicable; (iib) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through with all of its covenants to be performed or complied with by it prior to or at the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ivc) the Buyer and the Parent shall have delivered to the Seller certificates Sellers’ Representative a certificate of an executive officer of the Buyer to the effect that each of the conditions specified above in (SSections 8.2(a) 6(B)(i)-(iiiand 8.2(b) is satisfied in all respects; (vd) the Buyer and the Parent Sellers’ Representative shall have delivered to received the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Indemnity Escrow Agreement and all documents, instruments and agreements contemplated herein to be duly executed by the Buyer Indemnity Escrow Agent and Parent, respectivelythe Buyer; (vie) no judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or proceedings by or before a Governmental Entity shall have been instituted or threatened or claim or demand made against the Sellers or the Company or the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt seeking to restrain or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel prohibit or obtain substantial damages with respect to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificatesthere shall not be in effect any order, opinionsinjunction, instrumentsjudgment, and other documents required to effect decree, ruling, writ, assessment or arbitration award of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby hereby; provided, however, that the Sellers shall not be entitled to rely on the failure of this condition to be satisfied if such action, suit, proceeding, claim, demand, order, injunction, judgment, decree, ruling, writ, assessment or arbitration award was instituted by the Sellers or an Affiliate of the Sellers; (f) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated without the FTC or the Antitrust Division, as applicable, having taken any action which has not been terminated or resolved; (g) the Purchase Price shall have been paid as provided in Section 2.3; (h) the Sellers’ Representative shall have received the Lease Amendment duly executed by Buyer; and (i) Xx. Xxxx shall have received reasonable assurance that he will be reasonably satisfactory in form and substance appointed as a member of the Board of Directors of the Buyer effective within five (5) days after the Buyer’s 2015 annual meeting of stockholders; provided that if the Closing occurs subsequent to the SellerBuyer’s 2015 annual meeting of stockholders, Xx. Xxxx shall have been appointed as a member of the Board of Directors of the Buyer effective as of the Closing. The Sellers’ Representative, on behalf of the Sellers, may waive any condition specified in this Section 8.2 if he executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (Ssection 3(a) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing DateDate (except for those expressly relating to a different date); (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects with all of its covenants hereunder through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial quasijudicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) all applicable waiting periods (and any extensions thereof) under the Buyer and the Parent HartScott-Xxxxxx Act shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respectsexpired or otherwise been terminated; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion substantially in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellersset forth in Exhibit D-2 attached hereto, addressed to the Sellers, reasonably satisfactory to Sellers and their counsel, and dated as of the Closing Date containing Date; (vi) Sellers shall have received from Buyer resolutions adopted by the Board of Directors of Buyer approving this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, certified by Buyer's corporate secretary or assistant secretary; (vii) FDC Technologies, Inc. and Buyer shall have executed and delivered to TimeBridge Technologies, Inc. and any applicable Seller, as applicable, the Ancillary Agreements to which TimeBridge Technologies, Inc. or such assumptions Seller is a party in the forms attached as exhibits hereto or, with respect to the Consulting Agreements of Majority Holders, in the forms initialed by the parties for identification as of the date of this Agreement, Buyer shall have executed and qualifications delivered to TimeBridge Technologies, Inc. a mutually satisfactory Cooperation Agreement, and Buyer shall have executed and delivered to the Seller Representative the Escrow Agreement; and (viii) Sellers shall have received from Buyer such certificates of its duly authorized officers and others to evidence compliance with the conditions set forth in this section 7(b) as may be reasonably acceptable to the Seller's legal counsel; (xrequested by Sellers. The Majority Holders may waive any condition specified in this section 7(b) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken in writing or by the Buyer in connection with consummation of consummating the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions, which are for the benefit of the Sellers only and may only be performed waived by them the Sellers at or prior to the Closing in their sole discretion: (a) Any applicable waiting period under the HSR Act in connection with the Closing is subject to satisfaction transactions contemplated by this Agreement shall have expired or been terminated. (b) No temporary restraining order, preliminary or permanent injunction or other similar order or decree of any Governmental Entity of competent jurisdiction shall have been issued and be in effect, and no action, proceeding or investigation (in the following conditions (case of any or all investigation, of which may the parties hereto have written notice) by any Governmental Entity or any other Person shall be waived pending or threatened in writing by Sellers): which, if adversely determined, would (i) prevent or impair in any material respect the consummation of the transactions contemplated by this Agreement, (ii) impose on the MLP or the Operating Partnership any material restrictions or requirements or (iii) cause any of the parties or their respective Affiliates to owe material damages to any third party as a result of the transactions contemplated hereby; provided, however, that the party invoking this condition shall use its commercially reasonably efforts to have any such order, injunction, action or proceeding vacated or otherwise resolved and this condition may not be invoked by any of the Sellers if the failure of any Seller to fulfill its obligations pursuant to Section 5.2 hereof shall have been the cause of, or shall have resulted in, the failure of this condition. (c) No statute, rule, or regulation of any nature shall have been enacted, entered, promulgated or enforced by any Governmental Entity, and shall be in effect, which restrains, prohibits or materially changes the transactions contemplated by this Agreement. (d) The representations and warranties of the Successor General Partner in this Agreement qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, in each case as of the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date, other than any such representations and warranties that expressly speak as of a specific date or time (which need only be true and correct as of such date or time), and the representations and warranties of the Buyer and the Parent set forth Successor General Partner in (S) 3B and (S) 4B above this Agreement not so qualified shall be true and correct in all material respects at as of the date hereof and as of the Closing Date;Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of a specific date or time (which need only be true and correct in all material respects as of such date or time). (iie) the Buyer and the Parent The Successor General Partner shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency all of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated its respective covenants and agreements required by this Agreement to be rescinded following consummation, performed or complied with by it at or prior to the Closing. (Cf) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge The Recap Agreement shall be in full force and effect); (iv) ; all conditions precedent to the Buyer and obligations of the Parent General Partner thereunder shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is been satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directorsor waived as permitted thereunder, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to or will be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement satisfied concurrently with the SellerClosing; and (xii) all actions to be taken by the Buyer in connection with consummation of and the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect occur at the transactions contemplated hereby closing thereunder shall have occurred or will be reasonably satisfactory in form and substance to occur concurrently with the SellerClosing.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with at the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B Section 3 above shall be true and correct in all material respects at and as of the Closing Date as if made on the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their its covenants hereunder in all material respects through required to be performed by Buyer on or prior to the Closing; (iii) (x) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or any Sellers' Ancillary Documents or (B) cause any of the transactions contemplated by this Agreement or any Sellers' Ancillary Document to be rescinded following consummation, and (Cy) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate to the effect that each of the conditions specified above in (S) 6(B)(i)-(iiiSection 6(b)(i)-(iii) is satisfied in all respects; (v) Buyer or the Buyer and Company, as the Parent case may be, shall have executed and delivered to the Seller certified resolutions of their respective Boards of Directorsrelevant Sellers the Non-Competition Agreements, authorizing Founders' Non-Competition Agreements, Founders' Employment Agreements, Key Employees' Severance Agreements and the execution, delivery and performance of this Stockholder Agreement and all documents, instruments the same shall be in full force and agreements contemplated herein to be executed by the Buyer and Parent, respectively;effect; and (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers Founders shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellerssubstance as set forth in Exhibit 6(b)(vi) attached hereto, addressed to the SellersFounders, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the SellerDate; and (xiivii) the Founders shall have received full and complete releases, in form satisfactory to their counsel, of any and all continuing obligation or liability under the personal guarantees listed in Section 4(j) of the Disclosure Schedule. The Founders, acting jointly (the "Requisite Sellers"), may waive any condition specified in this Section 6(b) if they execute a writing so stating at or prior to the Closing and, by executing this Agreement, the Sellers hereby irrevocably appoint and constitute the Requisite Sellers as their attorney-in-fact to waive any such conditions and take all such other actions which the Requisite Sellers are entitled to be taken by take as provided in this Agreement and release the Buyer Requisite Sellers from any liability (except fraud or willful misconduct) in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellertherewith.

Conditions to Obligation of the Sellers. The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers):conditions: (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B §4 above shall be true and correct in all material respects at and as of the Closing DateDate (except that representations and warranties given as of a specific date need be true only as of such date), except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially impact the ability of the Buyer to perform its obligations under, and to consummate the transactions contemplated by, this Agreement; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through with all of its covenants hereunder prior to the Closing; (iii) there shall not be in effect any Law enjoining or prohibiting the consummation of the Closing and no action, suit, or proceeding Governmental Entity shall be pending or threatened before have issued 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, decree or charge would (A) prevent ruling enjoining or prohibiting the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Closing; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the German Federal Cartel Office shall have approved the transaction contemplated by this Agreement under the German Act Against Restraints in Competition, as amended; (v) the Buyer and the Parent shall have delivered to the Seller certificates Sellers a certificate of an authorized officer to the effect that that, to the Knowledge of the signatory, each of the conditions specified above in §§6(b)(i) and (S) 6(B)(i)-(iiiii) is satisfied in all respectssatisfied; (vvi) Xxxxxx, Xxxxxxx & Xxxxx LLP, special U.S. counsel to the Buyer, will have furnished to the Seller its written opinion, dated the Closing Date, in form and substance as set forth on Exhibit E; and (vii) in addition to the documents contemplated by §2(f), the Buyer and the Parent shall will have delivered to the Seller certified Sellers a certificate signed by duly authorized officers of the Buyer and dated the Closing Date certifying to the Sellers (1) as to the incumbency and genuineness of the signatures of each officer of the Buyer executing this Agreement and any related document on behalf of the Buyer and (2) the genuineness of the resolutions (attached thereto) of their respective Boards the Board of Directors, Directors of the Buyer authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer any related documents and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with Buyer’s consummation of the transactions transaction contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory . The Sellers may waive any condition specified in form and substance this §6(b) at or prior to the SellerClosing.