Common use of Conditions to Obligations of Seller Clause in Contracts

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) Except for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, inaccuracy that has not had, had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer Purchaser to perform its obligations under consummate the transactions contemplated by this Agreement or on Seller or any Ancillary Agreement. of its Affiliates, each representation and warranty contained in Article IV (bdisregarding all materiality and Material Adverse Effect qualifications contained therein) Buyer shall have performed in all material respects all obligations required to be performed by it under true and correct (i) as of the date of this Agreement on or prior to and as of the Closing Date. Date as if restated at and as of the Closing Date or (cii) if made as of a date specified therein, as of such date, and Seller shall have received a certificate dated as of the Closing Date from Buyer, executed signed by an authorized a senior officer of Buyer, Purchaser to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedsuch effect. (db) The covenants, obligations and agreements contained in this Agreement to be complied with by Purchaser on or before the Closing shall have been complied with in all material respects, except that Purchaser shall have complied in all respects with its obligations under Article II to be complied with by Purchaser on or before the Closing, and Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing signed by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an senior officer of Buyer, given by Purchaser to such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyeffect. (ec) Buyer Each of Purchaser and, if applicable, its wholly owned Subsidiaries shall have tendered executed and delivered to Seller each of the Purchase Price, pursuant Ancillary Agreements to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementwhich it is a party.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The Other than the representations and warranties of Buyer made contained in Section 4.01 and Section 4.03, the representations and warranties of Buyer contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.03 shall be true and correct, individually or correct in all respects on and as of the aggregate, has not had, date hereof and would not reasonably be expected to have, a material adverse on and as of the Closing Date with the same effect on the ability as though made at and as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch date. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Assignment shall have been executed and delivered by the Parties thereto and true and complete copies thereof shall have been delivered to Seller. (e) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect Buyer that each of the conditions set forth in this Section 10.02(a7.04(a) and Section 7.04(b) have been satisfiedsatisfied (the “Buyer’s Officer Certificate”). (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (ef) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation All obligations of Seller hereunder are, at the option of Seller, subject to the conditions precedent that (all or any of which may be waived by Seller, in whole or in part), at the Closing: (a) All consents, approvals and actions of, filings with and notices to any Governmental Entity necessary to permit Buyer and Seller to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Seller, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the Seller to consummate transactions contemplated by this Agreement, including under the HSR, shall have occurred. (b) There shall not be in effect on the Closing Date any order or law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement and there shall not be subject pending or threatened on the Closing Date any action or proceeding in, before or by any Governmental Entity which could reasonably be expected to result in the fulfillment issuance of any such order or waiverthe enactment, promulgation or deemed applicability to Seller or the transactions contemplated by this Agreement of any such law. (c) Buyer shall have furnished to Seller all deliverables set forth in subsections (i)-(iv), (vi), (viii) and (ix) of Section 4.2(b), and shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Buyer at or prior to the before Closing, of each . (d) Each of the following further conditions: (a) The representations and warranties of Buyer made set forth in this Agreement that is qualified by materiality shall be true and correctcorrect in all respects, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as each of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier datethat is not so qualified shall be true and correct in all material respects, in which case such representations and warranties shall have been true and correcteach case, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptor, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true the case of representations and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, warranties made as of a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to specified date earlier than the Closing Date. (c) Seller shall have received a certificate dated , on and as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedsuch earlier date. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of to Effect the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the -------------------------------------------------- Closing, of each of the following further conditions:. ------- (a) The Representations and Warranties. All of the representations and warranties of Buyer made each of Parent, Purchaser's Subsidiary and Purchaser set forth in this Agreement that are qualified as to materiality shall be true and correctcomplete and any such representations and warranties that are not so qualified shall be true and complete in all material respects, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, in each case as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on Date, other than representations and warranties that speak as of the Closing Date except, in both cases, a specific date or time (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to which need only be so true and correct, individually correct as of such date or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtime). (b) Buyer Parent's, Purchaser's and Purchaser's Subsidiary's Performance of Covenants Breach. Parent, Purchaser and Purchaser's Subsidiary shall not have performed failed to perform in all any material respects all obligations required respect any material obligation or to comply in any material respect with any agreement or covenant of Parent, Purchaser and Purchaser's Subsidiary to be performed or complied with by it under this Agreement on or prior to the Closing Date.Agreement; (c) Certificate of Parent's, Purchaser's and Purchaser's Subsidiary's Officers. Seller shall have received from Purchaser's Subsidiary, Purchaser and Parent a certificate certificate, dated as the Closing Date, duly executed by the Chairman of the Closing Date from BuyerBoard or President, executed by an authorized officer and the Chief Financial Officer, Chief Account ing Officer, Treasurer or Controller, of Buyerthe Parent, Purchaser, and Purchaser's Subsid iary satisfactory in form to Seller, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. of (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ia) and Section 2.08(b)(iii(b) and each Ancillary Agreementabove.

Conditions to Obligations of Seller. The obligation All obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or satisfaction prior to or at the Closing, of each of the following further conditionsconditions precedent: (ai) The representations and warranties of Buyer made contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true on the date hereof in all material respects, and correct, disregarding shall be true in all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date as though if made on and as of at the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary AgreementClosing. (bii) Buyer shall have performed and complied in all material respects with all obligations agreements and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing DateClosing. (ciii) As of the Closing, no suit, action or other proceedings, or any injunction or final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (iv) Each consent or approval listed on Schedule 7(a)(iv) as required or necessary under contract or applicable law of the consummation of the transactions contemplated hereby shall have been obtained; provided, however, those certain consents or approvals identified on such Schedule 7(a)(iv) as being subject to deferral need not have been obtained on or before the Closing, to the extent that Seller shall have made appropriate arrangements to secure to Buyer the practical and economic benefits of the agreements or other arrangements to which such consents or approvals relate. (v) The documents to be delivered by Buyer at Closing pursuant to Section 4(a) shall have been executed and delivered. (vi) Seller shall have received a certificate from Buyer dated as of the Closing Date from Buyerand certifying in such detail as Seller may reasonably request, executed by an authorized officer of Buyer, to the effect that the conditions set forth specified in this Section 10.02(aSections 7(b)(i) and 7(b)(ii) hereof have been satisfied. (d) fulfilled and that all consents and approvals required or necessary to transfer to Buyer all licenses or permits held by Seller shall have received or the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as Businesses with respect to the bylaws (sale or equivalent governing document) consumption of Buyer and as to resolutions of alcoholic beverages on the board of directors (or equivalent governing body) of Buyer authorizing premises at which the execution and delivery of this Agreement and the transactions contemplated hereby and therebyBusinesses are conducted have been obtained. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated by this Agreement shall be hereby is also subject to the fulfillment satisfaction or waiver, waiver at or prior to the Closing, of each Closing Date of the following further conditions: (a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) The representations and warranties of Buyer made which are set forth in ARTICLE VI of this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, correct as of the date Closing Date, as if made at and as of this Agreement and the Closing Date (except to the extent that any such representations and warranties speak representation or warranty is expressly made as of an earlier date, in which case such representation and warranty will be true and correct only as of such date), except where the failure or failures of such representations and warranties shall have been to be so true and correct, disregarding all qualifiers and correct (without giving effect to any limitations or exceptions relating as to materiality or material adverse effect, as of such earlier dateset forth therein) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correctthat do not, individually or in the aggregate, has not had, cause such representations and would not reasonably be expected to have, a material adverse effect on the ability warranties of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.materially inaccurate taken as a whole; (c) Seller shall have received a certificate dated as of from the Closing Date from Buyer, executed by an authorized officer Chief Executive Officer of Buyer, dated the Closing Date, stating that to the effect that best of such officer’s knowledge, the conditions set forth in this Section 10.02(aSections 9.3(a) and 9.3(b) have been satisfied.; (d) The Required Regulatory Approvals shall have been obtained and become Final Regulatory Orders; and no terms (excluding those proposed in the applications for the Required Regulatory Approvals) shall have been imposed in connection with such Final Regulatory Orders by any Governmental Entity which terms, individually or in the aggregate, would reasonably be expected to result in a Regulatory Material Adverse Effect affecting the Post-Sale Company (as defined in the Merger Agreement); (e) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closingother items to be delivered pursuant to Section 4.4; and (iiif) a certificate The consummation of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer by the Partnership Interests Purchase Agreement shall have tendered occurred or shall occur concurrently with the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementClosing.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The Other than the representations and warranties of Buyer made contained in Section 4.01, the representations and warranties of Buyer contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to all respects). The representations and warranties of Buyer contained in Section 4.01 shall be true and correct, individually or correct in all respects on and as of the aggregate, has not had, date hereof and would not reasonably be expected to have, a material adverse on and as of the Closing Date with the same effect on the ability as though made at and as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch date. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; and provided, further, that Buyer shall have performed its covenants in Section 2.03 in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (e) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in (a) and (b) have been satisfied. (f) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by Secretary or an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) managers of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) The Escrow Agreement shall remain in full force and effect without any breach, default or termination thereunder by Buyer or the Escrow Agent, and Buyer shall have delivered to the Escrow Agent the notice contemplated by Section 2.03(a). (i) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be hereby are further subject to the fulfillment satisfaction (or waiver, ) at or prior to the Closing, of each Closing of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement Group contained herein shall be true in all respects on and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date with the same force and effect as though made on and as of such date, except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correctcorrect would have a Material Adverse Effect on Buyer Group (it being understood that, individually or in for purposes of determining the aggregate, has not had, accuracy of such representations and would not reasonably be expected to have, a material adverse effect warranties all qualifications based on the ability of Buyer to perform its obligations under this Agreement word "material" or any Ancillary Agreement.similar phrases contained in such representations and warranties shall be disregarded); (b) Buyer and Parent shall have performed and complied with in all material respects all their agreements, obligations and covenants under this Agreement required to be performed or complied with by it under this Agreement on them at or prior to the Closing Date.pursuant to the terms hereof; (c) Seller Buyer and Parent shall have received delivered to Seller a certificate as to the satisfaction of the conditions set forth in subsections (a) and (b) above, dated as of the Closing Date from Buyer, and executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.each entity; (d) Seller Each of the documents referred to in Section 1.5 shall have received executed by Buyer Group or its affiliates, as applicable, and delivered to the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organizationSeller; (iie) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the ClosingNo event shall have occurred and no condition or circumstance shall exist that would reasonably be expected to give rise to any Material Adverse Effect on Buyer Group; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (ef) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), obtained all consents and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(iapprovals set forth on Schedule 4.3(a) and Section 2.08(b)(iii) and each Ancillary Agreementof Buyer Disclosure Schedules.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any or all of which may be waived, in whole or in part, by Seller: (ai) The representations and warranties of Buyer made contained in this Agreement shall be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date with the same force and effect as though made on and as of such date; provided, however, that for the Closing Date exceptpurpose of determining the accuracy of such representations and warranties that are already qualified by materiality (including by reference to “material adverse effect”), such representations and warranties shall be true and correct in both casesall respects, (i) for changes expressly contemplated by this Agreement, or (ii) where any except to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, had and would is reasonably expected not reasonably be expected to have, have a material adverse effect on the Buyer’s ability to consummate and perform the Transactions; (ii) each and all of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required the agreements and covenants to be performed or satisfied by it under this Agreement on Buyer hereunder at or prior to the Closing Date. (c) Seller Date shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth been duly performed or satisfied in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closingall material respects; and and (iii) Buyer shall have furnished Seller a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions effect that each of the board of directors conditions specified in Section 7.3(a) is satisfied; (or equivalent governing bodyb) of Buyer authorizing Between the execution and delivery date of this Agreement and the transactions contemplated hereby Closing Date, there shall not have occurred and thereby.be continuing any material adverse change in Buyer or the operation of its business; (c) Buyer shall have delivered to Seller a duly executed counterpart to the Master Lease; (d) Buyer shall have executed and delivered the Remedial Site Escrow Agreement, if applicable; (e) Buyer shall have tendered caused its counsel to deliver to Seller a written legal opinion with respect to the Purchase Price, pursuant valid existence of Buyer and the authority of Buyer to Section 2.08(b)(i), enter into this Agreement and made, or stand ready at Closing the Collateral Documents and to make, consummate the deliveries transactions contemplated in Section 2.08(b)(ihereby; and (f) and Section 2.08(b)(iii) and each Ancillary Buyer shall have delivered a duly executed counterpart to the Transition Services Agreement.

Conditions to Obligations of Seller. The Unless waived in writing by Seller, the obligation of the Seller to consummate the transactions contemplated by this Agreement shall to be subject to consummated at the fulfillment or waiverClosing, is conditioned upon fulfillment, at or prior to before the Closing, of each of the following further conditions: (a) The All consents, approvals, permits and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the performance and consummation of the transactions contemplated hereby, including the Regulatory Approvals, shall have been made or obtained and shall remain in full force and effect; and all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made. (b) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and would result in a Material Adverse Effect, and no proceeding seeking the enactment of such a judgment, decree, injunction or other order that would have a Material Adverse Effect shall have been announced or commenced. (c) Each of the representations and warranties of Buyer made Purchaser contained in this Agreement shall be true in all material respects when made and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to Closing Date, with the extent same effect as though such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have had been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to except that representations and warranties that are made as of a specific date need be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required only on and as of such date); each of the covenants and agreements of Purchaser to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller Date shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth been duly performed in this Section 10.02(a) have been satisfiedall material respects. (d) Seller shall have received each of the following documents, which shall be delivered in a manner agreed to between Purchaser and Seller and shall be in form and substance reasonably satisfactory to Seller: (i) the certificate Resolutions of incorporation (Purchaser’s Board of Directors or equivalent organizational document) for Buyeran authorized committee thereof, certified by the its Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyeror Assistant Secretary, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution signing and delivery of this Agreement and all related documents and the consummation of the transactions contemplated hereby and thereby.; (eii) Buyer shall A certificate of the Secretary or Assistant Secretary of Purchaser as to the incumbency and signatures of officers; (iii) A certificate signed by a duly authorized officer of Purchaser stating that the conditions set forth in Sections 9.2(a), (b) and (c) have tendered been fulfilled; (iv) A Xxxx of Sale and Instrument of Assignment and Assumption, signed by the Purchase PricePurchaser, pursuant substantially in the form of Exhibit A hereto; (v) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the XXX accounts included in the Assumed Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto, subject to Section 2.08(b)(i)2.6; and (vi) the Assignment and Assumption of Lease for each of the Assumed Leases, and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementsigned by Purchaser.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be to take place at the Closing are subject to the fulfillment satisfaction or waiverwaiver by Seller, to the extent permitted by applicable law, at or prior to the ClosingClosing Date, of each of the following further conditions: (a) The 9.3.1 Buyer has paid the Base Purchase Price required to be paid at the Closing, as adjusted in accordance with this Agreement and has delivered to Seller certificates representing the Preferred Stock. 9.3.2 All representations and warranties of Buyer made contained in this Agreement shall be are, if not specifically qualified by materiality, true and correctcorrect in all respects and, disregarding if so qualified, are true and correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier daterespects, in which each case such representations on and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date with the same effect as though if made on and as of the Closing Date exceptDate, in both cases, (i) except for changes expressly permitted or contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) 9.3.3 Buyer shall have performed has in all material respects all obligations performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by it under this Agreement on Buyer at or prior to the Closing. 9.3.4 Buyer has executed and delivered to Seller an Assignment and Assumption Agreement in the form attached as EXHIBIT G. 9.3.5 Buyer has delivered to Seller: (a) a certificate, dated the Closing Date. (c) Seller shall have received a certificate dated as of , signed by the Closing Date from Buyer, executed by an authorized chief executive officer of Buyer, stating that, to the effect that his or her Knowledge, the conditions set forth in this Section 10.02(aSections 9.3.2 and 9.3.3, are satisfied; (b) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State a copy of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement Agreement, and a certificate of Buyer, dated as of the Closing, that such resolutions were duly adopted and are in full force and effect as of the date of Closing; and (c) such other documents as Seller may reasonably request in connection with the transactions contemplated hereby and therebyby this Agreement. (e) Buyer 9.3.6 Seller has received the opinion of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel for Buyer, dated the Closing Date, in the form of EXHIBIT M. 9.3.7 A Certificate of Designation in the form attached as EXHIBIT N as well as all other required charter amendments shall have tendered been filed by CCI with the Purchase Price, pursuant Delaware Secretary of State and shall have become and remain effective. 9.3.8 Buyer has delivered to Section 2.08(b)(i), Seller the fully-executed (except as to Seller) Consent to and made, or stand ready at Closing to make, Joinder in Stock Agreements in the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.forms attached as EXHIBIT I.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or waiver, at on or prior to the Closing, of each Closing Date of the following further conditions, any one or more of which may be waived by Seller: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all and complied with the covenants and obligations required to be performed by it Buyer under this Agreement on or prior to the Closing Date. (cb) Seller The representations and warranties of Buyer contained in this Agreement and in any Transaction Document which are qualified by materiality or material adverse effect shall have received a certificate dated be true in all respects as of the date hereof and at and as of the Closing Date from BuyerDate, executed by an authorized officer except for those representations and warranties that address matters as of Buyera specific date, to the effect that the conditions set forth which shall be true at and as of such date. All other representations and warranties of Buyer contained in this Section 10.02(a) have been satisfiedAgreement shall be true as of the date hereof and in all material respects at and as of the Closing Date, except for those representations and warranties that address matters as of a specific date, which shall be true in all material respects as of such date. (dc) Seller At the Closing, Buyer shall have received the following documentsdelivered to Seller: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organizationClosing Date Payment; (ii) a certificate of good standing certificate, in form and substance reasonably satisfactory to Seller, signed by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer partner or principal of Buyer, given by such officer on behalf dated as of Buyer and not in such officer’s individual capacitythe Closing Date, certifying as to the bylaws matters set forth in Sections 8.3(a) and 8.3(b) as of the Closing Date (the “Buyer’s Certificate”); (iii) the Bills of Sale, executed by Buyer; (iv) the Assignment and Assumption Agreement, executed by Buyer; (v) to the extent necessary to effect transfer of the Domain Names of Seller, the Domain Name Assignment Agreement, executed by Buyer; (vi) the Trademark Assignment Agreement, executed by Buyer; (vii) The License Agreement, executed by Buyer; and (viii) all other Transaction Documents to which Buyer is a party. (d) The existence of no civil, criminal or administrative action, suit, claim, hearing, investigation or proceedings pending or threatened against Buyer (or equivalent governing document) any Affiliate or personnel of Buyer and as to resolutions Buyer), in any court, by any Governmental Entity or other Person or before any arbitrator or other tribunal that would affect the consummation of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyby this Agreement or the Transaction Documents. (e) Consent to the assignment of each of the Leases listed on Schedule 8.2(f) shall have been obtained in form and substance satisfactory to Seller, and Buyer shall have tendered delivered cash or letters of credit to the Purchase Price, pursuant landlords under the Leases to Section 2.08(b)(i), and made, or stand ready at Closing to make, replace the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementsecurity deposits posted thereunder by Seller.

Conditions to Obligations of Seller. The obligation obligations of the Seller and Seller's Principals to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) Buyer shall have delivered to Seller resolutions authorizing the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State acquisition of the applicable jurisdiction of organization; (ii) a certificate of good standing by Assets and the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days assumption of the Closing; and (iii) a certificate of an officer of BuyerAssumed Contracts, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and each of the Acquisition Agreements, certified by the Secretary of Buyer; and (ii) Buyer shall have delivered a good standing certificate of TSI from the State of New York; b. No action, suit, or proceeding before any court or governmental or regulatory authority shall be pending, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; c. Seller, Seller's Principals and thereby.Buyer shall have: (ei) filed a notification of anticipated sale to the New Jersey division of taxation, in accordance with Section 54-11A- 15 of the New Jersey Statutes; and (ii) provided notice of Seller's intention to sell a health club facility to the Division of Consumer Affairs of the State of New Jersey; and (iii) filed any and all other necessary or appropriate filings with federal, state or local authorities; d. Landlord and Buyer shall have tendered executed the Purchase PriceLease Modification and Consent, pursuant in form and substance acceptable to Section 2.08(b)(i)Seller and Seller's Principals, the Lease Modification and Consent shall be valid and enforceable; (i) (A) Each of the provisions of this Article 9 (conditions to closing) of this Agreement and (B) each of the provisions of Article 9 (conditions to closing) of each of the other Lifestyle Acquisition Agreements, shall be fully and completely satisfied, (ii) TSI's Affiliates and the other Lifestyle Sellers shall have completed the transactions contemplated by the other Lifestyle Acquisition Agreements with respect to the Lifestyle Clubs on the Closing Date, and made(iii) the West Xxxxxxxx Lease shall have been validly assigned to an affiliate of Buyer; f. Buyer shall have (i) delivered to Seller the Closing Date Consideration, (ii) directed TSI to execute and deliver to Seller the TSI Note, and TSI shall have delivered such TSI Note, (iii) assumed Seller's obligations under the Assumed Contracts, and (iv) executed and delivered the Acquisition Agreements to which it is a party; and (i) Landlord or stand ready at Closing Buyer shall have returned Seller's security deposit, if any, minus any amounts owed by Seller to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.Landlord;

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement Acquisition shall be subject to the fulfillment satisfaction or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations (i) Each representation and warranties of Buyer made warranty contained in this Agreement Article V (other than Section 5.07 and the Purchaser Fundamental Representations) shall be true and correctcorrect (without regard to any materiality, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, effect or other similar qualification therein) as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except(other than such representations and warranties that refer to a specified date, in both caseswhich need only be true and correct on and as of such specified date), (i) for changes expressly contemplated by this Agreement, or (ii) except where any such failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on materially impair the ability of Buyer any of Purchaser or any of its Affiliates party to perform its the Ancillary Agreements from performing their respective obligations under this Agreement and the Ancillary Agreements, as applicable, or prevent, hinder or materially delay the consummation of any Ancillary of the transactions contemplated hereby or thereby, (ii) the representation and warranty contained in Section 5.04(a) shall be true and correct (without regard to any materiality, material adverse effect or other similar qualification therein) in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except where the failure to be so true and correct has not had and would not be expected to have more than a de minimis adverse impact on the Seller or its benefit of the transactions contemplated by this Agreement, (iii) the representations and warranties contained in Section 5.07 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date) and (iv) each Purchaser Fundamental Representation (other than Section 5.04(a)) shall be true and correct (without regard to any materiality, material adverse effect or other similar qualification therein) in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that refer to a specified date, which need only be true and correct in all material respects on and as of such specified date). (b) Buyer The covenants, obligations and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have performed been complied with in all material respects, except that Purchaser shall have complied in all respects all with its obligations under Section 2.06(b)(ii) to the extent required to be performed complied with by it under this Agreement Purchaser on or prior to before the Closing Date. (c) Closing, and Seller shall have received a certificate dated as signed by a senior officer of Purchaser to such effect. (c) The waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and the waiting periods, clearances, approvals and/or Consents under each other Review Law listed on Section 9.01(c) of the Closing Date from BuyerSeller Disclosure Letter (collectively, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a“Specified Jurisdictions”) shall have been satisfiedexpired, terminated or obtained. (d) Seller There shall have received be no Governmental Order in existence restraining, enjoining or otherwise prohibiting the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State consummation of the applicable jurisdiction of organization; Closing (ii“Restraint”) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (in jurisdictions that collectively account for 10) days % or more of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions net sales of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyBusiness in fiscal year 2018. (e) Buyer Each of Purchaser and, if applicable, its Affiliates shall have tendered executed and delivered to Seller each of the Purchase PriceAncillary Agreements to which it is a party. (f) The underlying shares of Purchaser Common Stock constituting the Stock Consideration shall have been approved for listing on the New York Stock Exchange, pursuant subject to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementofficial notice of issuance.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Article V shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of the Closing Date exceptsuch date (except those representations and warranties that address matters only as of a specified date, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to which shall be true and correctcorrect in all material respects as of that specified date); provided, individually however, that representations and warranties qualified by Material Adverse Effect or other materiality qualifier must instead be true and correct in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.all respects; (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing Date.Closing; (c) Seller Buyer shall have received a certificate dated as of delivered to the Seller the Closing Date from BuyerPayment Amount, duly executed by an authorized officer of Buyer, counterparts to the effect that Transaction Documents (other than this Agreement and the conditions Employment Agreement) and such other documents and deliveries set forth in this Section 10.02(a) have been satisfied.3.02(b); (d) Seller shall have received a certificate, dated the following documents: Closing Date and signed on behalf of Buyer by a duly authorized officer of Buyer (i) the certificate of incorporation (or equivalent organizational document) for Buyerin such Person’s capacity as such and not individually), certified by the Secretary of State that each of the applicable jurisdiction of organization; conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing“Buyer Closing Certificate”); and (iiie) Seller shall have received a certificate of the Secretary or an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws Assistant Secretary (or equivalent governing documentofficer) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated matters set forth in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement3.02(b)(v).

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment satisfaction, or waiverthe waiver at the Representative’s discretion, at or prior to the Closing, of each of the following further conditions: (a) The representations Each of Parent, LuxCo and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer BHN shall have performed in all material respects all of its obligations hereunder required to be performed by it under this Agreement on at or prior to the Closing Date. (cb) Seller All of the representations and warranties of Parent, LuxCo and BHN contained in this Agreement, and the Additional Agreements, and in any certificate delivered by Parent, LuxCo or BHN pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality or Material Adverse Change, regardless of whether it involved a known risk, shall have received a certificate dated be true and correct in all material respects at and as of the Closing Date from BuyerDate, executed as if made at and as of such date. (c) Sellers shall have received certificates each of Parent, LuxCo and BHN, signed on behalf of such party by an a duly authorized officer of Buyersuch party, to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedforegoing effect. (d) Seller shall have received From the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery date of this Agreement and through the transactions contemplated hereby and therebyClosing Date, there shall have been no event, change, or occurrence with respect to Parent which individually or together with any other event, change or occurrence during such period, could reasonably be expected to have a Material Adverse Change. (e) Buyer No court, arbitrator or other Authority shall have tendered issued any judgment, injunction, decree or order, or have pending before it a proceeding for the Purchase Price, pursuant to Section 2.08(b)(i)issuance of any thereof, and madethere shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, or stand ready at the public trading of Parent’s shares after the Closing Date. (f) Each of Parent, LuxCo and BHN shall have entered into and delivered a counterpart signature page of each Additional Agreement to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.which it is a party. ARTICLE X INDEMNIFICATION

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the Ancillary Agreements and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementall respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) Buyer shall have delivered to Seller duly executed counterparts to the Ancillary Agreements all of which Ancillary Agreements shall be satisfactory in all reasonable respects to Seller. (e) Buyer shall have received all Assumed Permits and Governmental Approvals that are necessary for Buyer to conduct the Business as conducted by Seller as of the Closing Date. (cf) Seller shall have received a certificate dated as Certificate of the Closing Date from Buyer, executed by Secretary or an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eg) Seller shall have received a Certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder. (h) Seller shall have received consent from its directors and stakeholders, as required by Wisconsin law, approving this Agreement and the transactions contemplated thereby. (i) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i)transactions contemplated by this Agreement and the Ancillary Agreements. (j) Seller has approved the form and content of all Ancillary Agreements, and madethe transactions contemplated thereby all of which are acceptable to Seller. (k) Seller shall have received all approvals, or stand ready consents and waivers of Seller’s secured lenders and leaseholders (and all others holding Liens in the Purchased Assets) to this Agreement, the Ancillary Agreements, and the transactions contemplated in this Agreement and the Ancillary Agreements, all in form and content reasonably satisfactory to Seller. (l) Seller shall have received payoff letters from Seller’s secured lenders and leaseholders (and all others holding Liens in the Purchased Assets) to cause all Liens in the Purchased Assets to be released at Closing or as promptly as practicable after Closing, all in form and content satisfactory to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementSeller.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any or all of which may be waived in writing, in whole or in part, to the extent permitted by Applicable Law: (a) All agreements, certificates, opinions and other documents required to be delivered pursuant to the provisions of this Agreement shall be reasonably satisfactory in form, scope and substance to Seller and its counsel, and Seller and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper Authorities or corporate officers; (b) ATS shall have furnished Seller and, at Seller's request, any bank or other financial institution providing credit to Seller, with favorable opinions, dated the Closing Date of Xxxxxxxx & Worcester LLP, counsel for ATS, with respect to the matters set forth in Section 4.1 and 4.3 and with respect to such other matters arising after the date of this Agreement and incident to the Transactions, as Seller or its counsel may reasonably request or which may be reasonably requested by any such bank or financial institution or their respective counsel; (c) The representations and warranties of Buyer made ATS contained in this Agreement or otherwise made in writing by it or on its behalf pursuant hereto or otherwise made in connection with the Transactions shall be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date with the same force and effect as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure such date except those which speak as of a certain date which shall continue to be true and correctcorrect in all material respects as of such date on the Closing Date (including without limitation giving effect to any later obtained knowledge of Seller or ATS, except as otherwise specifically provided herein); each and all of the agreements and conditions to be performed or satisfied by ATS hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and ATS shall have furnished Seller with such certificates and other documents evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions as Seller or its counsel shall have reasonably requested; (d) ATS shall have delivered or cause to be delivered to Seller all of the Collateral Documents and other agreements, documents and instruments required to be delivered by ATS to Seller at or prior to the Closing pursuant to the terms of this Agreement; (e) Except to the extent, if any, specifically set forth in Section 6.2(d) of the Seller Disclosure Schedule, all authorizations, consents, waivers, orders or approvals required by the provisions of this Agreement to be obtained from all Persons (other than Authorities) prior to the consummation of the Transactions, including without limitation those required by the provisions of this Agreement in order to vest fully in ATS all right, title and interest in and to all of the Seller Assets and the Seller Businesses (including without limitation all Private Authorizations, Leases and Material Agreements of Seller and, at the cost and expense of Seller, all modifications of Leases and Contractual Obligations heretofore requested by ATS and set forth in Section 6.2(d) of the Seller Disclosure Schedule) and the full enjoyment thereof shall have been obtained, without the imposition, individually or in the aggregate, has not hadof any condition or requirement which could materially and Adversely affect Seller; (f) ATS shall have delivered to Seller or the applicable Seller Subsidiary the Collateral Real Estate Documents; (g) The Purchase Price shall have been paid as set forth in Section 2.3; and (h) As of the Closing Date, and would not reasonably no Legal Action shall be expected to havepending before or threatened in writing by any Authority which might, in the reasonable business judgment of Seller, based upon the advice of counsel, have a material adverse effect on ATS, it being understood and agreed that a written request by any Authority for information with respect to the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer Transactions, which information could be used in connection with such Legal Action, shall have performed in all material respects all obligations required not be deemed to be performed by it under this Agreement on or prior to the Closing Datea threat of any such Legal Action. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions Transactions contemplated by this Agreement to occur at the Closing shall be subject to further conditioned upon the fulfillment satisfaction or waiverfulfillment, at or prior to the Closing, of each of the following further conditionsconditions by Purchaser, unless waived by Seller at or prior to the Closing: (a) The representations and warranties of Buyer made in this Agreement Purchaser contained herein shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and respects (except to the extent such for representations and warranties speak that are qualified as of an earlier dateto materiality, which shall be true and correct in all respects), in which each case such representations when made and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on at and as of the Closing Date except(except for representations and warranties made as of a specified date, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to which shall be true and correct, individually or in correct as of such date) with the aggregate, has not had, same force and would not reasonably be expected to have, a material adverse effect on the ability as though made at and as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch time. (b) Buyer Purchaser shall have performed in all material respects all obligations agreements contained herein or required to be performed by it under this Agreement on at or prior to before the Closing DateClosing. (c) Seller An officer of Purchaser shall have received delivered to Seller a certificate certificate, dated as of the Closing Date from BuyerDate, executed by an authorized officer of Buyer, certifying as to the effect that fulfillment of the conditions set forth in this Section 10.02(aparagraphs (a) have been satisfiedand (b) above. (d) The board of directors or other appropriate governing body of Seller shall have received approved the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyTransactions. (e) Buyer Purchaser shall have tendered delivered to Seller executed counterpart signature pages to each of the Amendment to Stockholder Agreement and the Right of First Offer Agreement. (f) Purchaser shall have wired to the Company, pursuant to wire instructions delivered to Purchaser at least three days in advance of the Closing, the Purchase Price, pursuant to Section 2.08(b)(i). (g) All corporate and other proceedings of Purchaser in connection with the Transactions, and madeall documents and instruments incident thereto, or stand ready at Closing shall be reasonably satisfactory in form and substance to makeSeller, and Purchaser shall have delivered to Seller such receipts, documents, instruments and certificates, in form and substance reasonably satisfactory to Seller which Seller shall have reasonably requested in order to consummate the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementTransactions.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated to be performed by this Agreement shall be it at the Closing are, at the option of Seller, subject to the fulfillment or waiver, satisfaction at or prior to the Closing, of each Closing of the following further additional conditions: (a) The All of the representations and warranties of Buyer made Purchaser set forth in this Agreement Article V hereof shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated and Purchaser shall have delivered to Seller a certificate to such effect dated the Closing Date and signed by this Agreement, the President or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability Vice President of Buyer to perform its obligations under this Agreement or any Ancillary AgreementPurchaser. (b) Buyer shall have performed in all material respects all obligations required All of the terms, covenants and conditions of this Agreement to be complied with and performed by it under this Agreement on Purchaser at or prior to the Closing Dateshall have been duly complied with and performed, and Purchaser shall have delivered to Seller a certificate to such effect dated the Closing Date and signed by the President or a Vice President of Purchaser. (c) Purchaser and Seller shall have received a certificate dated entered into (i) the Cross-License Agreement; (ii) that certain Occupancy License Agreement for space in Seller's Milpitas facility in the form attached hereto as of Exhibit E (the Closing Date from Buyer, executed by an authorized officer of Buyer, to "Milpitas License"); (iii) that certain Occupancy License Agreement for space in Seller's Irvine facility in the effect form attached hereto as Exhibit F (the "Irvine License"); (iv) that certain Volume Purchase Agreement in the conditions set forth form attached hereto as Exhibit G (the "Volume Purchase Agreement"); (v) that certain Board Manufacturing and Transition Agreement in this Section 10.02(athe form attached hereto as Exhibit H (the "Board Manufacturing Agreement"); (vi) have been satisfiedthat certain Chip Manufacturing Agreement in the form attached hereto as Exhibit I (the "Chip Manufacturing Agreement"); (vii) that certain Investor's Rights Agreement in the form attached hereto as Exhibit J (the "Investor's Rights Agreement"); and (viii) that certain Bill xx Sale in the form attached hereto as Exhibit K (the "Bill xx Sale"). (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyerfrom Gray Xxxy Xxxx & Xreidenrich LLP, certified by the Secretary of State counsel to Purchaser, an opinion dated as of the applicable jurisdiction Closing Date and substantially in the form of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyExhibit L hereto. (e) Buyer Seller shall have tendered received a share certificate representing 1,618,421 shares of Purchaser's Series A Preferred Stock and the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementWarrants.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correctcorrect in all respects (in the case of any representation or warranty contained in Section 5.01, disregarding Section 5.02 and Section 5.04 and any representation or warranty qualified by materiality) or in all qualifiers material respects (in the case of any representation or warranty not qualified by materiality) on and exceptions relating to materiality or material adverse effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true with the same effect as though made at and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch date. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer shall have delivered to Seller duly executed counterparts to the Ancillary Documents and such other documents and deliveries set forth in Section 3.02(b). (d) Buyer shall have delivered to Seller the portion of the Cash Consideration payable to Seller pursuant to Section 3.02(b)(i) and the Additional Cash Consideration or the Stock Consideration, as applicable, pursuant to Section 3.02(b)(ii). (e) Buyer shall have delivered the Indemnification Escrow Fund to the Escrow Agent pursuant to Section 3.02(c). (f) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “Buyer Closing Certificate”). (g) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by Secretary or an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eh) Buyer Seller shall have tendered received a certificate of the Purchase PriceSecretary or an Assistant Secretary (or equivalent officer) of Parent certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent authorizing the execution, pursuant delivery and performance of this Agreement and the Ancillary Documents to Section 2.08(b)(i)which it is a party and the consummation of the transactions contemplated hereby and thereby, and made, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (i) Seller shall have received a certificate of the Secretary or stand ready at Closing an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to makesign this Agreement, the deliveries contemplated in Section 2.08(b)(iAncillary Documents and the other documents to be delivered hereunder and thereunder. (j) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent certifying the names and Section 2.08(b)(iii) signatures of the officers of Parent authorized to sign this Agreement, the Ancillary Documents and each Ancillary Agreementthe other documents to be delivered hereunder and thereunder.

Conditions to Obligations of Seller. The Each and every obligation of Seller under this Agreement (except for the obligations of Seller to be fulfilled prior to the Closing and obligations that survive termination of this Agreement), including the obligation of Seller to consummate the Closing, shall be subject to the satisfaction, on or before the Closing, of each of the conditions set forth in this Section 7.3, unless waived in writing by Seller. (a) Buyer shall have obtained at its own expense (and shall have provided copies thereof to Seller) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as contemplated by Section 5.2, with respect to Governmental Entities, which are required on the part of Buyer, except for (i) any waivers, permits, consents, approvals, licenses or other authorizations which may be delivered or issued subsequent to the Closing Date pursuant to applicable law, rule or regulation relating to such waiver, permit, consent, approval, license or other authorization; and (ii) any failure to provide the appropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification or cancellation, or any such imposition of any Security Interest, has not had or would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:Agreement. (ab) The representations and warranties of Buyer made set forth in this Agreement that are qualified as to materiality shall be true and correct, disregarding all qualifiers correct and exceptions relating the representations and warranties of Buyer that are not qualified as to materiality or shall be true and correct in all material adverse effectrespects, in each case, as of the date Closing as though made as of this Agreement and (except the Closing, provided that, to the extent that any such representations and warranties speak representation or warranty speaks as of an earlier a specified date, in which case such representations and warranties . (c) Buyer shall have been true performed or complied with in all material respects its agreements and correct, disregarding all qualifiers and exceptions relating covenants required to materiality be performed or material adverse effect, complied with under this Agreement as of such earlier dateor prior to the Closing. (d) as of the Closing Date as though made on and as of the Closing Date exceptNo Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, in both casesorder, decree, stipulation or injunction would (i) for changes expressly prevent consummation of the transactions contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and cause the transactions contemplated hereby and therebyby this Agreement to be rescinded following consummation. (e) Buyer shall have tendered delivered to Seller the Buyer Certificate. (f) Seller shall have received such other certificates and instruments (including certificates of good standing of Buyer in its jurisdiction of formation, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as they shall reasonably request in connection with the Closing. (g) Buyer is ready to deliver the Closing Date Aggregate Purchase Price, pursuant Price by wire transfer to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated Seller in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementimmediately available funds.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and exceptions relating to materiality or material adverse effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementall respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Schedule 5.02 shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing. (e) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (f) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect that each of the conditions set forth in this Section 10.02(a7.03(a) and Section 7.03(b) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (eg) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated by this Agreement shall be at Closing are further subject to satisfaction, or waiver by Seller, of the fulfillment or waiver, following conditions at or prior to the Closing, of each of the following further conditions: (a) (i) The representations and warranties of Buyer made and Parent in Sections 4.2 (Authority for Agreement), 4.10 (Validity of Shares; Listing) and 4.11 (Capitalization) of this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, correct both as of the date of this Agreement and as of Closing as though made on the date of the Closing (except to the extent such representations and warranties speak as of expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct, disregarding all qualifiers correct on and exceptions relating to materiality or material adverse effect, as of such earlier date); (ii) the representations and warranties of Buyer and Parent in the first sentence of Section 4.1(a) (Organization and Good Standing) and Section 4.3(a) (No Conflict) of this Agreement shall be true and correct in all material respects both as of the date of this Agreement and as of Closing Date as though made on the date of the Closing; and (iii) the representations and warranties of Buyer and Parent in this Agreement (other than the representations and warranties identified in clauses (i) and (ii)) shall be true and correct both as of the date of this Agreement and as of Closing as though made on the date of the Closing Date except(except to the extent such representations and warranties expressly relate to an earlier date, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to which case such representations and warranties shall be true and correctcorrect on and as of such earlier date), individually except where the failure of the representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or in the aggregate, has “Material Adverse Effect” set forth therein) does not hadhave, and would could not reasonably be expected to have, have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement Material Adverse Effect or any Ancillary Agreement.Parent Material Adverse Effect; (b) Buyer shall have performed in all material respects all the obligations required to be performed by it them under this Agreement on or prior to the Closing Date.Agreement; (c) Seller Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect; (d) Buyer and Parent shall have received delivered to Seller a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that each of the conditions set forth specified in this Section 10.02(a(a), (b) have been satisfied. and (dc) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closingabove is satisfied in all respects; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered executed and delivered a copy of the Purchase Price, pursuant Escrow Agreement and performed all actions required to Section 2.08(b)(i), and made, or stand ready at Closing to make, be performed simultaneously with the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementexecution of such agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the other transaction documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers respects on and exceptions relating to materiality or material adverse effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementall respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other transaction documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect that each of the conditions set forth in this Section 10.02(aSections 6.03(a) and 6.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (d) Seller shall have received the following documents: (i) the a certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State Buyer certifying that attached thereto are true and complete copies of the applicable jurisdiction of organization; (ii) a certificate of good standing all resolutions adopted by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) managers of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other transaction documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and the other transaction documents. (e) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s written waiver, at or prior to the Closing, of each of the following further conditions: (a) The (i) Each of the representations and warranties of Buyer made contained in this Agreement shall be that does not contain an express materiality qualification must have been true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of the date of this Agreement Agreement, and must be accurate in all material respects as of the Closing as if made on the Closing Date, and (except to ii) each of the extent such representations and warranties speak as of Buyer contained in this Agreement that contains an earlier date, in which case such representations and warranties shall express materiality qualification must have been true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of such earlier date) the date of this Agreement, and must be accurate in all respects as of the Closing Date as though if made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary AgreementDate. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Buyer Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller Buyer shall have received a certificate dated as of the Closing Date from Buyer, delivered to Seller duly executed by an authorized officer of Buyer, counterparts to the effect that the conditions Buyer Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in this Section 10.02(a) have been satisfied1 to be delivered by Buyer. (d) Seller shall have received Neither the following documents: (i) consummation nor the certificate performance of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. will, directly or indirectly (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(iwith or without notice or lapse of time), and madecontravene, or stand ready at Closing conflict with, or result in a violation of, or cause Seller to makesuffer any adverse consequence under, the deliveries contemplated in Section 2.08(b)(i(i) and Section 2.08(b)(iiiany applicable law or order or (ii) and each Ancillary Agreementany law or order that has been published, introduced, or otherwise proposed by or before any governmental authority.

Conditions to Obligations of Seller. The obligation of Seller to sell the Seller Included Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing of the following further conditions:conditions (any of which may be waived by Seller prior to the Closing in whole or in part which waiver shall be in writing and which waiver shall not be considered a waiver of any other provision of this Agreement unless the writing so specifically states): (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions All applicable waiting periods under the HSR Act relating to materiality or material adverse effect, as the consummation of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties transactions contemplated hereby shall have expired or been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.terminated; (b) Buyer No preliminary or permanent injunction or other order or decree by any federal or state court or Governmental Authority which restrains or prevents the consummation of the transactions contemplated hereby shall have performed been issued and remain in effect (each Party agreeing to cooperate in all material respects all obligations required efforts to be performed have any such injunction, order or decree lifted) and no Law shall have been enacted by it under this Agreement on any state or prior to federal government or Governmental Authority in the Closing Date.United States which prohibits the consummation of the transactions contemplated hereby; (c) Seller shall have received all of the Seller's Required Regulatory Approvals, in form and substance reasonably satisfactory to Seller, and such approvals shall be in full force and effect and either (i) shall be final and non-appealable or (ii) if not final and non-appealable, shall not be subject to the possibility of appeal, review or reconsideration which, in the reasonable opinion of the Seller, is likely to be successful; (d) Buyer shall have received all Buyer's Required Regulatory Approvals (other than those the failure of which to obtain would not reasonably be expected to result in a certificate dated Material Adverse Effect, a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Seller, or a Buyer Material Adverse Effect), none of such approvals shall contain any conditions that could reasonably be expected to result in a Material Adverse Effect, a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Seller, or a Buyer Material Adverse Effect, and such approvals shall be in full force and effect and either (i) shall be final and non-appealable or (ii) if not final and non-appealable, shall not be subject to the possibility of appeal, review or reconsideration which, in the reasonable opinion of Seller (A) is likely to be successful and (B) if successful, would reasonably be expected to create a Material Adverse Effect, a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Seller or a Buyer Material Adverse Effect; (e) Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer at or prior to the Closing; (f) The representations and warranties of Buyer set forth in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date and all other representations and warranties of Buyer shall be true and correct in all material respects as of the Closing Date, in each case as though made at and as of the Closing Date (or, in each case, if made as of a specified date, as of such date); (g) Seller shall have received a certificate from Buyer, executed by an authorized officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in this Section 10.02(aSections 7.2(e) and (f) have been satisfied.; (dh) Seller Buyer shall have received delivered, or caused to be delivered, to Seller at the following documents:Closing, Buyer's Closing deliveries described in Section 3.7; (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organizationNo Buyer Material Adverse Effect shall have occurred and be continuing; (iij) a certificate Releases pertaining to that certain Installment Sales Contract and that certain Grant of good standing by the Secretary of State of Buyer’s jurisdiction of organization Project Easements, each dated within ten (10) days of the ClosingAugust 1, 1973, as identified on Schedule y4.3(a), shall have been obtained; and (iiik) a certificate of an officer of Buyer, given by such officer on behalf of Buyer The Ancillary Agreements shall be in full force and not in such officer’s individual capacity, certifying effect as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyClosing. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date of the following further additional conditions, any of which may be waived by Seller in its sole discretion: (a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) The representations and warranties of Buyer made which are set forth in this Agreement Article VI shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, correct as of the date Closing as though made at and as of this Agreement and the Closing (except to the extent that any such representations and warranties speak representation or warranty speaks as of an earlier a particular date, in which case such representation and warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correctcorrect that do not, individually or in the aggregate, has not hadcause, constitute, or represent a Buyer Material Adverse Effect (it being understood that, in determining the accuracy of such representations and would not reasonably warranties for purposes of this Section 9.3(b), all Buyer Material Adverse Effect and materiality qualifications contained in such representations and warranties shall be expected to havedisregarded), a material adverse effect on provided that the ability representations and warranties of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer in Section 6.2 shall have performed be true and correct in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Daterespects. (c) Seller shall have received a certificate from the Chief Executive Officer of Buyer, dated as of the Closing Date from Buyer, executed by an authorized officer of BuyerDate, to the effect that the conditions set forth in this Section 10.02(aSections 9.3(a) and 9.3(b) have been satisfied.; (d) The Seller Required Regulatory Approvals shall have been obtained, become Final Regulatory Orders, and contain such terms and conditions (if any) substantially equivalent with those requested in the applications filed pursuant to Section 7.6(b), and without any limitation or condition (excluding any limitation or condition expressly agreed to by Seller in any written settlement or other written agreement relating to such Order) that would require any modification to this Agreement or any transactions or agreements contemplated hereby, or place any restriction or impose any condition on Seller or any of its Affiliates (including Seller or any of its Affiliates after the Closing) or the business of Seller or its Affiliates; (e) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closingother items to be delivered pursuant to Section 4.4; and (iiif) a certificate All consents and approvals for the consummation of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. required from third parties (eincluding any party to a Purchased Agreement or Transmission Easement) Buyer or Governmental Entity shall have tendered been obtained (including the Purchase Price, pursuant to Section 2.08(b)(iconsents and approvals set forth in Schedule 5.3(a) through (d) and Schedule 6.3), and madeother than any consents or approvals that the failure to obtain would not, individually or in the aggregate, either (x) have a material adverse effect on Seller or any of its Affiliates (including Seller or any of its Affiliates after the Closing), or stand ready at Closing (y) have a material adverse effect on the ability of Seller to make, consummate the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementhereby; provided that satisfaction of the foregoing condition shall be determined without consideration of any Seller Required Regulatory Approval.

Conditions to Obligations of Seller. The Unless waived in writing by Seller, the obligation of the Seller to consummate the transactions contemplated by this Agreement shall to be subject to consummated at the fulfillment or waiverClosing is conditioned upon fulfillment, at or prior to before the Closing, of each of the following further conditions: (a) The All consents, approvals, permits, and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the performance and consummation of the transactions contemplated hereby, including the Regulatory Approvals, shall have been made or obtained and shall remain in full force and effect; and all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made. Such consents, approvals, permits, and authorizations, including Regulatory Approvals, shall not have imposed any condition which is materially disadvantageous or burdensome to Seller. (b) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, judgment, decree, injunction, or other order (whether temporary, preliminary, or permanent) which is in effect and would result in a Material Adverse Effect, and no proceeding seeking the enactment of such a judgment, decree, injunction, or other order that would have a Material Adverse Effect shall have been announced or commenced. (c) Each of the representations and warranties of Buyer made Purchaser contained in this Agreement or in any schedule attached hereto that are qualified by reference to materiality shall be true and correct, disregarding and the representations and warranties that are not so qualified shall be true and correct in all qualifiers material respects, on and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect as if made on the ability of Buyer to perform its obligations under this Agreement or any Ancillary AgreementClosing Date. (bd) Buyer Purchaser shall have performed and complied in all material respects with all agreements, undertakings and obligations that are required to be performed or complied with by it under this Agreement on at or prior to the Closing Date. (ce) Seller shall have received a certificate dated as each of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents, which shall be delivered in a manner agreed to between Purchaser and Seller and shall be in form and substance reasonably satisfactory to Seller: (i) the certificate resolutions of incorporation (Purchaser’s Board of Directors or equivalent organizational document) for Buyeran authorized committee thereof, certified by its Secretary or Assistant Secretary, authorizing the Secretary signing and delivery of State this Agreement and all related documents, and the consummation of the applicable jurisdiction of organizationtransactions contemplated hereby and thereby; (ii) a certificate of good standing by the Secretary or Assistant Secretary of State Purchaser as to the incumbency and signatures of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; andofficers; (iii) a certificate of an signed by a duly authorized officer of BuyerPurchaser stating that the conditions set forth in Sections 6.03(a), given (b), (c) and (d) have been fulfilled; (iv) the Xxxx of Sale signed by Purchaser; (v) the Closing Statement in a form reasonably acceptable to Seller and signed by Purchaser; (vi) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of each XXX included in the Assumed Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto, subject to Section 2.06; and (vii) such officer on behalf other bills of Buyer sale, assignments of management, maintenance, service or servicing contracts, security deposits under leases, guaranties, warranties, utility security deposits, and not in such officer’s individual capacityother instruments and documents as Seller may reasonably require as necessary for transferring, certifying as assigning, and conveying to Purchaser good, marketable, and insurable title to the bylaws (or equivalent governing document) Assets and permitting assumption of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyLiabilities by Purchaser. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The Unless waived in writing by Seller, the obligation of the Seller to consummate the transactions contemplated by this Agreement shall to be subject to consummated at the fulfillment or waiverClosing is conditioned upon fulfillment, at or prior to before the Closing, of each of the following further conditions: (a) The All consents, approvals, permits and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the performance and consummation of the transactions contemplated hereby, including the Regulatory Approvals, shall have been made or obtained and shall remain in full force and effect; and all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made. (b) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and that could reasonably be expected to have a Material Adverse Effect, and no proceeding seeking such a judgment, decree, injunction or other order that that could reasonably be expected to have a Material Adverse Effect shall have been announced or commenced. (c) Each of the representations and warranties of Buyer made Purchaser contained in this Agreement shall be true in all material respects when made and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to Closing Date, with the extent same effect as though such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have had been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to except that representations and warranties that are made as of a specific date need be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required only on and as of such date); each of the covenants and agreements of Purchaser to be performed by it under this Agreement on or prior to the Closing Date. Date shall have been duly performed in all material respects. For the purpose of determining the accuracy of a particular representation or warranty under this subsection (c) Seller ), the materiality qualifiers contained in such particular representation or warranty shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedbe disregarded. (d) Seller shall have received each of the following documents, which shall be delivered in a manner agreed to between Purchaser and Seller and shall be in form and substance reasonably satisfactory to Seller: (i) A certificate signed by a duly authorized officer of Purchaser stating that the certificate of incorporation conditions set forth in Sections 9.2(a), (or equivalent organizational documentb) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organizationand (c) have been fulfilled; (ii) a certificate A Xxxx of good standing Sale and Instrument of Assignment and Assumption, signed by Purchaser, substantially in the Secretary form of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; andExhibit A hereto; (iii) a certificate Purchaser’s acceptance of an officer of Buyerits appointment as successor trustee or custodian, given by such officer on behalf of Buyer and not in such officer’s individual capacityas applicable, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board XXX accounts included in the Assumed Deposits and assumption of directors (the fiduciary obligations of the trustee or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Pricecustodian with respect thereto, pursuant subject to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement2.4.

Conditions to Obligations of Seller. The obligation of the Seller to consummate (or cause to be consummated) the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment satisfaction (or waiver, at or prior to the Closing, of each written waiver by Seller) of the following further conditions: (a) The the representations and warranties of Buyer made set forth in this Agreement ARTICLE IV shall be true and correct, disregarding all qualifiers correct at and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though if made on and as of the Closing Date exceptDate, in both cases, except (i) for changes expressly contemplated or permitted by this AgreementAgreement or consented to by Seller in writing, or (ii) where any failure for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to clause (iii) hereof), and (iii) for failures of the representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct as to matters that would not reasonably be expected to have, result in a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Material Adverse Effect; (b) Buyer shall have performed or complied with in all material respects all obligations its agreements and covenants required to be performed or complied with by it under this Agreement on as of or prior to the Closing Date.Closing; (c) Seller Buyer shall have received delivered to Seller a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that each of the conditions set forth specified in clauses (a) and (b) of this Section 10.02(a) have been 7.2 is satisfied.; (d) Seller no judgment, order, decree, stipulation or injunction by any Governmental Entity shall have received the following documents: (i) the certificate be in effect which prevents consummation of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State any of the applicable jurisdiction of organization; (ii) a certificate of good standing transactions contemplated by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closingthis Agreement; and (e) all applicable waiting periods (and any extensions thereof) and approvals under the Xxxx-Xxxxx-Xxxxxx Act and any applicable State Antitrust Laws shall have expired or otherwise been terminated or satisfied; (f) all (i) of Buyer’s testing and reporting obligations under ARTICLE VI shall have been completed, (ii) periods for the Parties to make elections under ARTICLE VI plus two (2) additional Business Days shall have passed and (iii) a certificate of an officer of BuyerDisputes under Section 6.3.2 shall have been resolved, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as subject to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.Section 6.3.2(b); and (eg) Buyer shall have tendered entered into and delivered to Seller the Purchase Price, pursuant to Section 2.08(b)(i)Escrow Agreement, and made, or stand ready at Closing to make, the deliveries contemplated Escrow Agreement shall be in Section 2.08(b)(i) full force and Section 2.08(b)(iii) and each Ancillary Agreementeffect.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (ai) The Each of the representations of Buyer (without giving effect to any “material,” “material adverse effect” or similar materiality qualifications therein) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as if made anew at and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, and (ii) each of the other representations and warranties of Buyer made contained in this Agreement (without giving effect to any “material,” “material adverse effect” or similar materiality qualifications therein) shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on hereof and as of the Closing Date exceptDate, in both casesas if made anew at and as of the Closing Date, (i) for changes expressly contemplated by this Agreementexcept with respect to representations and warranties which speak as to an earlier date, or (ii) where any failure to which representations and warranties shall be true and correct, individually or correct in the aggregate, has not had, all respects at and would not reasonably be expected to have, a material adverse effect on the ability as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch date. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect that each of the conditions set forth in this Section 10.02(a6.03(a) and Section 6.03(b) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing of the following further additional conditions: (a) The Buyer shall have performed and complied with in all material respects its respective covenants and agreements contained in this Agreement that are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) All representations and warranties of Buyer made set forth in this Agreement that are not qualified by materiality or Buyer Material Adverse Effect (or similar words) shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of the date of this Agreement and (except to as of the extent Closing Date, with the same effect as though such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have had been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptDate, in both cases, (i) for changes expressly contemplated by this Agreementexcept that representations and warranties made as of, or in respect of, only a specified date or period are true and correct as of, or in respect of, such date or period; (iic) where any failure to Each of the representations and warranties of Buyer that are qualified by materiality or Buyer Material Adverse Effect (or similar words) shall be true and correct, individually or in correct as of the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability date of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to and as of the Closing Date., with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that representations and warranties made as of, or in respect of, only a specified date or period shall be are true and correct as of, or in respect of, such date or period; (cd) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in this Section 10.02(aSections 8.3(a), 8.3(b) and 8.3(c) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (iie) a certificate The Seller Required Regulatory Approvals in Schedule 5.3(b) and the Buyer Required Regulatory Approvals in Schedule 6.3(b) shall have been made or obtained and shall have become Final Orders, and such Final Orders shall not impose any liability, cost or expense on Seller in excess of good standing $250,000 or impose any restriction or obligation materially, adversely impair Seller’s ability to operate its business with respect to its remaining transmission assets substantially in the manner operated after the Effective Time; (f) Buyer shall have executed and shall be prepared to deliver at the Closing the Related Agreements and all other documents required to be delivered by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the ClosingBuyer pursuant to Section 4.4; and (iiig) a certificate of an officer of BuyerThe transactions contemplated by the Sister Purchase Agreement shall have been consummated simultaneously with the Closing; provided, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions that this condition shall be deemed satisfied if either of the board mechanisms of directors Section 7.20(a) or (or equivalent governing bodyb) of Buyer authorizing occur and closing occurs simultaneously herewith under such replacement Sister Purchase Agreement with the execution and delivery of this Agreement and the transactions contemplated hereby and therebyBuyer. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of Seller, to the fulfillment satisfaction (or waiver, at or prior to the Closingextent permitted by Legal Requirements, of each waiver by Seller, which waiver may be inferred by the Seller agreeing to effect the Closing if certain conditions below are not met) of the following further conditions: (a) The Buyer shall have furnished Seller with a certified copy of all necessary corporate action on its behalf approving their execution, delivery and performance of this Agreement and the Collateral Agreements. (b) All representations and warranties of the Buyer made contained in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on respects at and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not hadClosing, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed and satisfied in all material respects all obligations covenants and agreements required by this Agreement to be performed and satisfied by it under this Agreement on Buyer at or prior to the Closing DateClosing. (c) Seller shall have received a certificate certificate, dated as of the Closing Date from BuyerDate, executed signed on behalf of Buyer by an authorized officer of Buyer, to the effect its President (i) representing and warranting after reasonable investigation that the conditions set forth in this Section 10.02(a5.01(a) and Section 5.01(b) have been duly satisfied. (d) Seller There shall have received the following documents: be no pending or threatened suit, action, proceeding or investigation: (i) challenging or seeking to restrain or prohibit the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State consummation of the applicable jurisdiction of organization; transactions contemplated by this Agreement, (ii) a certificate of good standing relating to the transactions contemplated by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and this Agreement and seeking to obtain from Seller any damages that may be material to Seller, or (iii) a certificate of an officer of Buyer, given which relates to any transaction contemplated by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebywhich, if adversely determined, could have a Material Adverse Effect on Seller. (e) Buyer shall have tendered procured all consents of third-parties and Governmental Entities necessary for it to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement. (f) There shall not have occurred a Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect) with respect to Buyer. (g) The Buyer shall have executed and delivered the Employment Agreements. (h) The Buyer shall have executed and delivered the Consulting Agreements. (i) Buyer shall have executed and delivered to Seller the Assignment and Assumption Agreement. (j) Buyer shall have executed and delivered to Seller and Xxxxxxx & Associates, Inc. (as managing agent of landlord) an assignment agreement with respect to the Office Lease.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The (i) Each of Parent and Buyer shall have performed and complied with in all material respects all of its respective obligations hereunder required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of each of Parent and Buyer made contained in this Agreement and in any certificate or other writing delivered by such party pursuant hereto (A) that are qualified by materiality or Material Adverse Effect shall be true and correct, disregarding all qualifiers correct and exceptions relating to (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material adverse effectrespects, in each case at and as of the Closing Date as if made at and as of such date (except that representations and warranties that by their terms speak as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to some other date need be true and correct, individually or true and correct in all material respects, as the aggregatecase may be, has not had, only as of such specified date); and would not reasonably be expected to have, (iii) Seller shall have received a material adverse effect on the ability certificate signed by a senior executive officer of each of Parent and Buyer to perform its obligations under this Agreement or any Ancillary Agreementthe foregoing effect. (b) Buyer Seller shall have performed received, in all material respects all obligations required form and substance reasonably satisfactory to Seller, (i) a true and complete copy, certified by the Secretary or Assistant Secretary of Buyer, of the resolutions duly and validly adopted by the Board of Directors of Buyer evidencing its authorization of the execution and delivery of this Agreement and consummation of the transactions contemplated hereby and (ii) a certificate of the Secretary or Assistant Secretary of each of Parent and Buyer certifying the names and signatures of the officers of such party authorized to sign this Agreement, the Ancillary Agreements to which it is a party and the other documents to be performed by it under this Agreement on or prior to the Closing Datedelivered hereunder and thereunder. (c) Seller shall have received a certificate dated as all of the Closing Date from Buyer, executed documents and instruments contemplated to be delivered by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Parent and Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement2.07.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller's waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Article V shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a material adverse effect on Buyer's ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtransactions contemplated hereby. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller Buyer shall have received a certificate dated as of delivered to Seller the Closing Date from Buyer, executed by an authorized officer of Buyer, Purchase Price pursuant to the effect that Payment Schedule, duly executed counterparts to the conditions Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in this Section 10.02(a) have been satisfied3.02(b). (d) Seller shall have received a certificate, dated the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified Closing Date and signed by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an duly authorized officer of Buyer, given by such officer on behalf that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the "Buyer and not in such officer’s individual capacity, certifying as to Closing Certificate"). (e) Seller shall have received a certificate of the bylaws Secretary or an Assistant Secretary (or equivalent governing documentofficer) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ef) Buyer Seller shall have tendered received a certificate of the Purchase Price, pursuant Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to Section 2.08(b)(i), and made, or stand ready at Closing to makesign this Agreement, the deliveries contemplated in Section 2.08(b)(i) Transaction Documents and Section 2.08(b)(iii) the other documents to be delivered hereunder and each Ancillary Agreementthereunder.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) Buyer shall have delivered to Seller resolutions authorizing the certificate acquisition of incorporation (or equivalent organizational document) for Buyerthe Assets and the assumption of the Assumed Contracts, and the execution and delivery of this Agreement and each of the Acquisition Agreements, certified by the Secretary of State of the applicable jurisdiction of organizationBuyer; (ii) a certificate TSI shall have delivered to Seller resolutions authorizing the execution and delivery of good standing the TSI Note, certified by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days ; b. No action, suit, or proceeding before any court or governmental or regulatory authority shall be pending, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the Closing; andprincipals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; c. Buyer shall have (i) delivered to Seller the Closing Date Consideration, (ii) directed TSI to execute and deliver to Seller the TSI Note, and TSI shall have delivered such TSI Note, (iii) assumed Seller's obligations under the Assumed Contracts, and (iv) executed and delivered the Acquisition Agreements to which it is a certificate party; d. Landlord and Buyer shall have executed the Lease Modification, substantially and materially in the form of an officer EXHIBIT F hereto, subject only to those changes acceptable to Buyer, in Buyer's sole discretion, and the Lease Modification shall be valid and enforceable; e. Buyer's Affiliates shall have completed each of the Related Ovox Acquisitions as of the Closing Date; f. All material consents of third parties necessary on the part of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacitySeller or the Business, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby.to permit the operation of the Business by Buyer in substantially the same manner after the Closing Date as conducted by Seller prior to the Closing Date, shall have been obtained or effected; (e) g. Seller and Buyer shall have tendered written and agreed upon the Purchase Price, pursuant to Section 2.08(b)(icontents of the Xxxxxxxxxx Receivable List; h. Except as set forth on SCHEDULE 5(F), and made(i) no action, suit, or stand ready at Closing proceeding before any court or governmental or regulatory authority shall be pending which could materially effect the value of the Purchased Assets or Buyer's ability to makeprofitably own and operate the Business, (ii) no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any third party or governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; i. Buyer shall have performed, satisfied and complied with all of the covenants, conditions and provisions of this Agreement to be performed, satisfied or complied with by Buyer; and j. In connection with this Agreement and the other Ovox Acquisition Agreements, Buyer's Affiliates' parent, TSI, shall have delivered to Seller's Principals a total of ten (10) complimentary, non-transferable, passport memberships, which memberships shall be valid for as long as TSI remains directly, or indirectly, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementowner of any or all of Buyer's Affiliates.

Conditions to Obligations of Seller. The obligation of the Seller Century to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The representations and warranties set forth in ss.4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) Affinity shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) No Adverse Consequences shall be pending or threatened, wherein an unfavorable determination would (a) prevent consummation of any of the transactions contemplated by this Agreement; or (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iv) The Board of Directors of Affinity shall be subject have approved the transactions contemplated by this Agreement; (v) Affinity shall have delivered to Century a certificate (without qualification as to knowledge or materiality or otherwise) to the fulfillment or waivereffect that each of the conditions specified above in ss.6(b)(i)-(iv) is satisfied in all respects; (vi) Century shall have received from counsel to Affinity an opinion substantially in the form of Exhibit "D" attached hereto and made a part hereof (the "Buyer's Counsel Opinion Letter"), addressed to Century and dated as of the Closing Date; (vii) all actions to be taken by Affinity in connection with consummation of the transactions contemplated hereby and all certifications, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Century. Century may waive any condition specified in this ss.6(b) if it executes a writing so stating at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be Transactions are further subject to the fulfillment satisfaction or waiver, at or prior to the Closing, of each waiver by Seller of the following further conditions: (a) The (i) the representations and warranties of Buyer made Purchaser contained in Section 6.1, Section 6.2 and Section 6.3(a) of this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date as though if made on at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct in all material respects as of such other time), and (ii) all of the other representations and warranties of Purchaser contained in this Agreement or in any certificate or other writing delivered by Purchaser pursuant hereto (disregarding all materiality qualifications contained therein) shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date (except to the extent any such representation and warranty by its terms addresses matters only as of another specified time, in which case such representation and warranty will be true and correct as of such other time), except, in both cases, (i) for changes expressly contemplated by the case of this Agreement, or clause (ii) ), where any the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected delay the consummation of the Transactions or adversely affect Purchaser’s ability to have, a material adverse effect on consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Transactions; (b) Buyer Purchaser shall have performed and complied with in all material respects all of the covenants and obligations required to be performed or complied with by it under this Agreement on or prior to the Closing Date.; and (c) Seller Purchaser shall have received a certificate dated delivered to Seller as of the Closing Date from BuyerDate, a certificate, dated as of such date, executed by an authorized executive officer of Buyer, Purchaser to the effect that the conditions set forth in clauses (a) and (b) of this Section 10.02(a) 10.2 have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State satisfied as of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyClosing Date. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate (or cause to be consummated) the transactions to be consummated at the Closing is subject to the satisfaction (or waiver by Seller) of the following conditions: (a) the representations and warranties of Buyers set forth in Article III shall be true and correct in all material respects at and as of the Closing Date as if made as of the Closing Date, except (i) for changes consented to by Seller, (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct in all material respects as of such date, subject to clause (iii) below), and (iii) each such representation and warranty that is qualified by a Materiality Qualification shall be true and correct in all respects; (b) Buyers shall have performed or complied with in all material respects their agreements and covenants required to be performed or complied with by them under this Agreement as of or prior to the Closing; (c) each Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified in clauses (a) and (b) of this Section 5.2 is satisfied; (d) no Order shall be in effect which prevents consummation of any of the transactions contemplated by this Agreement, and no Proceeding shall be pending which would reasonably be expected to result in an Order restraining, prohibiting or rendering unlawful the consummation of the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each causing any of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly transactions contemplated by this Agreement, or (ii) where any failure Agreement to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.rescinded following consummation; and (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (ce) Seller shall have received a certificate dated as all of the Closing Date from Buyer, executed by an authorized officer of Buyer, items required to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as be delivered to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, it pursuant to Section 2.08(b)(i1.8 (b), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated by this Agreement shall Closing will be subject to the fulfillment or waiverfollowing conditions, at or prior to the Closing, of each of the following further conditionsunless waived in writing by Seller: (a) The representations and warranties of Buyer made in this Agreement shall which are not modified by materiality or Buyer Material Adverse Effect will be true and correct, disregarding in all qualifiers and exceptions relating to materiality or material adverse effect, as of respects on the date of this Agreement and Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true in all material respects as of such Xxxxxx 55 EXECUTION date), and the representations and warranties of Buyer in this Agreement which are modified by materiality or Buyer Material Adverse Effect will be true on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall have been be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.); (b) Buyer shall will have performed in all material respects all obligations and complied with all covenants and conditions required by this Agreement and the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to before the Closing Date.; (c) Buyer shall, both immediately before and after consummation of the Transactions, not be Insolvent; (d) Buyer will have delivered to Seller shall have received a certificate of Buyer in form and substance satisfactory to Seller, dated as of the Closing Date from Buyer, executed and signed by an authorized executive officer of Buyer, to the effect that the conditions set forth in this Section 10.02(athe foregoing paragraphs (a), (b) and (c) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall will have tendered obtained and provided to Seller all Third Party Consents listed in Section 7.3 of Buyer's Disclosure Schedule; (f) Buyer will have executed and delivered to Seller the Purchase PriceTransaction Documents and Commercial Agreements (including, if agreed to by the parties pursuant to Section 2.08(b)(i5.13, the Master Sales Agent Agreement), or such agreements will have become effective with respect to Company pursuant to the terms thereof (to the extent executed and madedelivered at the Dexter Closing), to which Buyer is a party and such agreements shall be in full force and effect (excluding any failure of a Commercial Agreement to which a Qwest Party is a party to be in full force and effect as a result of any action or stand ready at inaction by any Qwest Party); (g) Buyer will have executed and delivered to Seller a signature and incumbency certificate in form and substance reasonably satisfactory to Seller with respect to the Persons executing the Transaction Documents, Commercial Agreements and the Buyer Securities, if any, on behalf of Buyer; (h) The Qwest Parties shall have received from Xxxxxx & Xxxxxxx, counsel to Buyer, a legal opinion with respect to the matters set forth in Section 7.3(h) of Buyer's Disclosure Schedule, addressed to the Qwest Parties and dated as of the Closing Date; (i) If a portion of the Closing Purchase Price is being satisfied by delivery of the Buyer Securities, Buyer shall have executed and delivered the Buyer Securities and such Buyer Securities shall be in full force and effect and there shall not be existing any default thereunder; (j) All Approvals and Permits required to makebe obtained from any Governmental Entity (including the State PUCs) will have been received or obtained on or before the Closing Date; provided, however, that for purposes of this Section 7.3(j), the deliveries contemplated Approvals and Permits of such Governmental Entities (including the State PUCs) shall not be deemed to have been obtained if in connection with the grants thereof there shall have been a Material Regulatory Impact; and (k) If Seller or its assignees have exercised the rights set forth in Section 2.08(b)(i) and 5.10(e), Seller or its assignees will have received the equity securities as contemplated by Section 2.08(b)(iii) and each Ancillary Agreement5.10(e).

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made respects on and as of the Effective Date and the Closing Date exceptwith the same effect as though made at and as of such date. Seller hereby acknowledges that Buyer shall have the right to update any representation and warranty given pursuant to Article IV herein at any time after the Effective Date through an update to the Disclosure Schedules, in both casesany such update a “Buyer’s Disclosure Schedule Update.” If the Closing occurs, (i) for changes expressly contemplated any such representation and warranty shall be amended by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of such Buyer to perform its obligations under this Agreement or any Ancillary AgreementDisclosure Schedule Update. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer that would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing DateClosing. (ce) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (f) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 6.02(a) and (b) have been satisfied. (g) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by Secretary or an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eh) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (i) Buyer shall have tendered delivered a certificate evidencing the Purchase Price, pursuant Buyer Shares to Section 2.08(b)(i), the Escrow Agent. (j) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and made, or stand ready at Closing are reasonably necessary to make, consummate the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation All obligations of Seller hereunder are, at the option of Seller, subject to the conditions precedent that (all or any of which may be waived by Seller, in whole or in part), at the Closing: (a) All consents, approvals and actions of, filings with and notices to any Governmental Entity necessary to permit Buyer and Seller to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to Seller, (iii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (iv) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement shall have occurred. (b) There shall not be subject in effect on the Closing Date any order or law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement and there shall not be pending or threatened on the Closing Date any action or proceeding in, before or by any Governmental Entity which could reasonably be expected to result in the fulfillment issuance of any such order or waiverthe enactment, promulgation or deemed applicability to Seller or the transactions contemplated by this Agreement of any such law. (c) Buyer shall have furnished to Seller all deliverables set forth in Section 4.2(b) and shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Buyer at or prior to the before Closing, of each . (d) Each of the following further conditions: (a) The representations and warranties of Buyer made set forth in this Agreement that is qualified by materiality shall be true and correctcorrect in all respects, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as each of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier datethat is not so qualified shall be true and correct in all material respects, in which case such representations and warranties shall have been true and correcteach case, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptor, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true the case of representations and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, warranties made as of a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to specified date earlier than the Closing Date. (c) Seller shall have received a certificate dated , on and as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyearlier date. (e) Buyer shall have tendered paid to Seller the Purchase Price, pursuant to New Payment described in Section 2.08(b)(i3.1(a)(ii)(A), and made, or stand ready at Closing to make, in the deliveries contemplated manner described in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement3.1(d).

Conditions to Obligations of Seller. The obligation obligations of Seller to effect the sale of the Seller to consummate Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions, or waiverthe waiver thereof, by Seller at or prior to the Closing, of each of the following further conditionsClosing Date: (a) The waiting period under the HSR Act applicable to the consummation of the sale of the Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the sale of the Assets contemplated herein shall have been issued and remain in effect (each of Seller and Buyer agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States prohibiting the consummation of the sale of the Assets; (c) Seller shall have received all of Seller's Required Regulatory Approvals by Final Order, and such Required Regulatory Approvals shall not contain terms and conditions that would have an Asset Material Adverse Effect or a Seller Material Adverse Effect; (d) Seller shall have received any consents of third parties required for the assignment to Buyer of any of the Assigned Agreements other than consents that, if not obtained, would not have a Seller Material Adverse Effect; (e) Buyer shall have performed and complied with each of its covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date except where the failure to so perform or comply, when taken in the aggregate, would not have a Seller Material Adverse Effect; (f) The representations and warranties of Buyer made set forth in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) correct as of the Closing Date as though made on at and as of the Closing Date exceptDate, in both cases, except (i) for subject to Section 6.11, to the extent due to changes expressly contemplated permitted by this AgreementAgreement or otherwise in writing by Seller, or (ii) where that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct as of, or in respect of, such date or period and (iii) to the extent that any failure of such representations and warranties to be true and correct, individually or correct as aforesaid when taken in the aggregate, has not had, and aggregate would not reasonably be expected to have, have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Seller Material Adverse Effect; (bg) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated assumed, as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this and subject to Section 10.02(a) have been satisfied.6.12, all of the applicable obligations under the IBEW CBA(s); (dh) Seller Buyer shall have received delivered, caused to be delivered or standing ready to deliver, to Seller at the following documents:Closing, Buyer's closing deliveries described in Section 3.6; (i) Seller shall be reasonably satisfied that the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State consummation of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of Arizona Gas Purchase Agreement will occur concurrently with the Closing; and (iiij) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer Seller shall have tendered received opinions from Seller's Bond Counsel, dated the Purchase PriceClosing Date, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, substantially in the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.form attached hereto as Exhibit E.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate complete the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The Other than the representations and warranties of Buyer made contained in Section 3.01 (Organization and Authority of Buyer) and the representations and warranties of Buyer contained in this Agreement Agreement, the other Buyer Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating respects (without giving effect to any qualifications or limitations as to materiality or material adverse effect, Buyer Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure such failures to be true and correct, individually or correct that have not resulted in the aggregate, has not had, and would not reasonably be expected to have, result in a material adverse effect on Seller Material Adverse Effect if the ability transactions contemplated by this Agreement were completed. The representations and warranties of Buyer to perform its obligations under this Agreement or any Ancillary Agreementcontained in Section 3.01 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Buyer Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which prohibits the consummation of any material transaction contemplated hereby. (d) From the date of this Agreement, there shall not have occurred any Buyer Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Buyer Material Adverse Effect. (e) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto (other than Seller, the Company or any Subsidiary) and true and complete copies thereof shall have been delivered to Seller. (f) Seller shall have received a certificate, dated the Closing Date and signed by the chief executive officer of Buyer, that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied. (g) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by Secretary or an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Buyer Transaction Documents and the completion of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eh) Buyer shall have tendered delivered the Initial Purchase Price. (i) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Buyer Transaction Documents and the other documents to be delivered hereunder and thereunder. (j) Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to complete the transactions contemplated by this Agreement. (k) The filings pursuant to Section 2.08(b)(i)the HSR Act, if any, shall have been made and madethe applicable waiting period and any extensions thereof shall have expired or been terminated. (l) No Governmental Authority shall have enacted, issued, promulgated, enforced or stand ready at Closing entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise prohibiting completion of such transactions or causing any of the transactions contemplated hereunder to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementbe rescinded following completion thereof.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction (or waiver, at or prior to the Closing, of each waiver by Seller) of the following further additional conditions: (a) The representations and warranties of Buyer made set forth in this Agreement shall be true and correct, Article IV (disregarding all qualifiers and exceptions each exception or qualification therein relating to materiality or material adverse effectmateriality, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties including Material Adverse Effect on Buyer) shall have been true and correct, disregarding all qualifiers correct on the date hereof and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on shall be true and correct at and as of the Closing Date exceptas if made as of the Closing, except (A) in both caseseach case, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has as does not hadconstitute a Material Adverse Effect on Buyer, (B) for changes expressly permitted by this Agreement, and would not reasonably (C) for those representations and warranties that address matters only as of a particular date (which shall be expected true and correct as of such date, subject to havethe qualifications set forth in the preceding clauses (A)-(B)) as of such particular date. Notwithstanding the foregoing, a material adverse effect on the ability representations and warranties of Buyer set forth in Section 4.5 (Capitalization) (disregarding each exception or qualification therein relating to perform its obligations under this Agreement or any Ancillary Agreementmateriality, including Material Adverse Effect on Buyer) shall have been true and correct in all material respects as of the date hereof and at and as of the Closing as if made as of the Closing, except for those representations and warranties that address matters only as of a particular date (which shall be true and correct in all material respects as of such date). (b) Buyer shall have performed or complied with in all material respects all obligations its agreements and covenants required to be performed by it or complied with under this Agreement on as of or prior to the Closing DateClosing. (c) Seller No Material Adverse Effect on Buyer shall have received a certificate dated as of occurred since the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfieddate hereof and be continuing. (d) Seller Buyer shall have received delivered to Seller a certificate executed by a duly authorized officer of Buyer (the following documents: (i“Buyer Officer Certificate”) to the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State effect that each of the applicable jurisdiction of organization; conditions specified in clauses (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing documenta)-(c) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebySection 6.3 is satisfied in all respects. (e) Buyer shall have tendered delivered to Seller the Purchase Price, pursuant Buyer Closing Deliverables. (f) Seller’s Shareholder Designee (as defined in the Voting Agreement) shall have been appointed by Buyer to Section 2.08(b)(i)serve as a Class II director on Buyer’s board of directors, and made, or stand ready at Closing to make, the deliveries contemplated Voting Agreement shall be in Section 2.08(b)(i) full force and Section 2.08(b)(iii) and each Ancillary Agreementeffect.

Conditions to Obligations of Seller. The obligation obligations of Seller to sell the Seller Purchased Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date (or the waiver in writing by Seller) of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating waiting period under the HSR Act applicable to materiality or material adverse effect, as the consummation of the date sale of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties Purchased Assets contemplated hereby shall have expired or been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.terminated; (b) Buyer No preliminary or permanent injunction or other order or decree by any federal or state court or Governmental Authority which prevents the consummation of the sale of the Purchased Assets contemplated herein shall have performed been issued and remain in all material respects all obligations required effect (each Party agreeing to be performed use its best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by it under this Agreement on any state or prior to federal government or Governmental Authority in the Closing Date.United States which prohibits the consummation of the sale of the Purchased Assets; (c) Seller shall have received all of Seller's Required Regulatory Approvals, which approvals shall contain no condition which could reasonably be expected to have a certificate dated material adverse effect on Seller, and such approvals shall be final and non-appealable; (d) Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (e) The representations and warranties of Buyer set forth in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date, in each case as though made at and as of the Closing Date; (f) Seller shall have received a certificate from Buyer, executed by an authorized officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in this Section 10.02(aSections 7.2(d) and (e) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for satisfied by Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) All approvals, consents and waivers that are listed on Schedule 3.02 and Schedule 3.04 of the Disclosure Schedules shall have been received. (b) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) The representations and warranties of Buyer made contained in this Agreement Article IV shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a material adverse effect on Seller’s ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtransactions contemplated hereby. (be) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (cf) Buyer shall have delivered to Seller the First Installment and duly executed counterparts to the Land Lease, the Services Agreement, and the documents and deliveries set forth in Section 2.02(b). (g) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized manager or officer of Buyer, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) (insofar as they relate to Buyer) have been satisfied (the “Buyer Closing Certificate”). (h) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized a manager or officer of Buyer, to the effect Buyer certifying that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate attached thereto are true and complete copies of incorporation (or equivalent organizational document) for Buyer, certified all resolutions adopted by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) members of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ei) Buyer Seller shall have tendered received a certificate of a manager or officer of Buyer certifying the Purchase Price, pursuant names and signatures of the managers or officers of Buyer authorized to Section 2.08(b)(i), sign this Agreement and made, or stand ready at Closing the other documents to make, the deliveries contemplated in Section 2.08(b)(i) be delivered hereunder and Section 2.08(b)(iii) and each Ancillary Agreementthereunder.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated provided for by this Agreement shall be subject are subject, in the discretion of the Seller, to the fulfillment or waiver, satisfaction at or prior to the Closing, Closing Date of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers correct on and exceptions relating to materiality or material adverse effect, as of such earlier date) the date hereof and shall be true and correct on and as of the Closing Date as though if originally made on and as of the Closing Date exceptDate, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to except that those representations and warranties that are made as of a specific date shall be true and correct, individually or in the aggregate, has not haddetermined as of such date, and would not reasonably be expected the Seller shall have received a certificate to have, a material adverse such effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsigned by Buyer. (b) All of the agreements and covenants that Buyer is required to perform or comply with pursuant to this Agreement at or prior to the Closing Date shall have been performed or complied with in all material respects, and the Seller shall have received a certificate to such effect signed by the Chief Executive Officer of the Buyer. (c) Buyer shall have performed delivered to the Seller and the Company the Escrow Agreement duly executed by the Buyer and the Escrow Agent. (d) HSCC and Buyer shall have delivered to the Seller a certificate of HSCC’s or Buyer’s Secretary, dated as of the Closing Date, in all material respects all obligations required form and substance reasonably satisfactory to be performed by it under the Seller, certifying as to and attaching (if applicable): (i) its complete and accurate copies of the Organizational Documents, (ii) the incumbency of the officers executing this Agreement on or and (iii) complete and accurate copies of resolutions of the Board of Directors and the sole stockholder authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of the Company in carrying out the terms and provisions hereof and thereof. (e) HSCC and Buyer shall have delivered to the Seller a certificate of legal existence and corporate good standing from the Secretary of State of its jurisdiction of incorporation and any jurisdiction where it is qualified to do business, which certificates shall be dated no more than three (3) Business Days prior to the Closing Date. (cf) Seller No action, suit or proceeding shall have received a certificate dated as been instituted by any Person which seeks to prohibit, restrict or delay consummation of the Closing Date from Buyer, executed by an authorized officer transactions contemplated herein or any of Buyer, to the effect that the conditions material to consummation of the transactions contemplated herein. (g) The transactions contemplated by the Asset Purchase Agreement shall have been consummated on or before a date set by the Seller by written notice to HSCC and Buyer not earlier than June 30, 2011, unless HSCC and Buyer waive the condition set forth in this Section 10.02(a7.2(w) have been satisfiedby written notice to the Seller within five (5) Business Days after the Seller’s notice. (dh) Seller HSCC and Buyer shall have received delivered to the following documents: (i) Seller and the certificate of incorporation (Company such other instruments, certificates, documents or equivalent organizational document) for Buyer, certified materials as may be reasonably requested by the Secretary Seller and the Company in connection with the consummation of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyhereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be Acquisition is further subject to the fulfillment or satisfaction (or, to the extent permitted by Law, waiver, at ) on or prior to the Closing, of each Closing Date of the following further conditions: (a) The (i) the representations and warranties of Buyer Purchaser set forth in Sections 3.01 and 3.02 shall be true and correct on and as of the Closing Date as though made on the Closing Date and (ii) all other representations and warranties of Purchaser set forth in this Agreement shall be true and correct, disregarding all qualifiers qualifications or limitations as to “materiality”, “Purchaser Material Adverse Effect” and exceptions relating to materiality or material adverse effectwords of similar import set forth therein, on and as of the date of this Agreement hereof and (the Closing Date as though made on the Closing Date, except to the extent such representations and warranties speak as of expressly relate to an earlier date, date (in which case such representations and warranties shall have been be true and correct, disregarding all qualifiers correct on and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date ), except, in both cases, (i) for changes expressly contemplated by the case of this Agreement, or clause (ii) where ), for any failure to be true and correctcorrect that would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Purchaser Material Adverse Effect; (b) Buyer Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement on at or prior to the Closing Date.; (c) Seller shall have received a certificate dated as signed on behalf of the Closing Date from Buyer, executed Purchaser by an authorized executive officer of Buyer, to Purchaser certifying the effect that satisfaction by Purchaser of the conditions set forth in this Section 10.02(aSections 7.02(a) have been satisfied.and 7.02(b); and (d) Seller Purchaser shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State executed and delivered to Seller each of the applicable jurisdiction of organization; (ii) Ancillary Agreements to which Purchaser is a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyparty. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate sell the transactions contemplated by this Agreement shall be Common Shares and to assign and transfer the Preferred Shares and the Warrants to Netsmart are subject to the fulfillment or waiversatisfaction, at on or prior to the each Closing, of each of the following further conditions, or the written waiver thereof by Seller: (a) Netsmart shall have delivered to Seller, on or before the First Closing, the Additional Shares. Notwithstanding any provision of this Agreement to the contrary, Netsmart's obligation to deliver the Additional Shares to Seller is dependent only upon Seller's obligation to deliver the documents required to be delivered by it at the First Closing in exchange for the delivery by Netsmart, the Management Investors and the Xxxxxxxx Management Investors to Seller of the payment and the documents required to be delivered by them at the First Closing. (b) The agreements and conditions to be performed or fulfilled by the Management Investors or Netsmart, as the case may be, shall have been duly performed and fulfilled in all material respects, and all of the representations and warranties of Buyer made the Management Investors and Netsmart contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, correct as of the date of this Agreement and (except to the extent each such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Daterespects. (c) Seller All of the documents required to be delivered hereunder at each such Closing by the Management Investors and Netsmart, as the case may be, shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, been delivered to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedSeller. (d) All third party consents and governmental approvals required to consummate the purchase of the Common Shares, if any, shall have been obtained. (e) There shall not be pending against Netsmart or any of the Management Investors any action, suit or proceeding which challenges the purchase of the Common Shares or the delivery to Netsmart of the Preferred Shares or the Warrants. (f) Seller shall have received the following documents: (i) purchase price for the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Common Shares to be sold at such Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (eg) Buyer Seller shall have tendered received an opinion from an investment banker chosen and paid for by it or COTG to the Purchase Price, pursuant effect that the terms and conditions set forth in this Agreement for the sale of the Common Shares are fair from a financial point of view to Section 2.08(b)(iCOTG and its stockholders (the "Fairness Opinion"), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following further conditions:additional conditions (any of which condition may be waived, in whole or in part, by Seller in writing and shall be deemed to be waived in whole if the Closing occurs): (a) The representations and warranties of Buyer made Purchaser must have paid to Seller the Initial Purchase Price for the Acquired Assets in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating immediately available funds pursuant to materiality or material adverse effect, as of the date Section 2.1 of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.; (b) Buyer The shareholders of Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to approved the Closing Date.transactions contemplated herein; and (c) Seller shall must have received a certificate dated as of at the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents, each dated the Closing Date: (i) the certificate of incorporation (or equivalent organizational document) for BuyerCopies, certified by the Secretary of State Purchaser, of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the managers or board of directors (or equivalent governing body) of Buyer Purchaser authorizing the execution and delivery of this Agreement and all other agreements, documents or instruments relating hereto and the consummation of the transactions contemplated hereby and thereby.hereby; (eii) Buyer shall have tendered A certificate executed by an authorized officer of Purchaser to the Purchase Price, effect that all of Purchaser’s representations and warranties in this Agreement and the Transaction Agreements are accurate in all material respects as of the Closing Date as if made on the Closing Date (unless made as of another date) and that all of the covenants and obligations that Purchaser is required to perform or to comply with pursuant to Section 2.08(b)(i)this Agreement and the Transaction Agreements at or prior to the Closing have been duly performed and complied with in all material respects; (iii) An Exemption Certificate, in form and madesubstance reasonably satisfactory to Seller, or stand ready at Closing covering a resale exemption for the Inventory included in the Acquired Assets; (iv) Assignment and assumption agreements for the Assumed Liabilities and the Assumed Contracts, each in form and substance reasonably satisfactory to makePurchaser, wherein Purchaser assumes all of Seller’s rights, duties and obligations in and to the deliveries contemplated Assumed Liabilities and the Assumed Contracts, as applicable; (v) The Trademark License; (vi) The Compound Supply Agreement; (vii) The Know-How License; (viii) The Transition Services Agreement; (ix) The Raw Materials Supply Agreement; (x) The Bead Supply Agreement; (xi) The Steel Fabric Supply Agreement; (xii) The Master Distributorship Agreement; (xiii) A certificate from each of Pxxx Xxxxxxx, Jxx Xxxxxxx, Sxxxx Xxxxxx and Kxxxx Xxxxxxxxx attesting and verifying that such individual is not aware of any breach of any of the representations and warranties of Seller as set forth in Section 2.08(b)(i4 of this Agreement; and (xiv) Such further documents and Section 2.08(b)(iii) instruments reasonably requested by Seller to assure the assumption of the Assumed Liabilities and each Ancillary the Assumed Contracts as contemplated by this Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementall respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Seller The other Transaction Documents shall have received a certificate dated as of been executed and delivered by the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) parties thereto and true and complete copies thereof shall have been satisfieddelivered to Seller. (d) Seller shall have received a certificate, dated the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified Closing Date and signed by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an duly authorized officer of Buyer, given that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (e) Seller shall have received a resolution adopted by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. (ef) Buyer shall have tendered delivered to Seller the Purchase Price, pursuant Note. (g) Buyer shall have delivered to Section 2.08(b)(i), Seller such other documents or instruments as Seller reasonably requests and made, or stand ready at Closing are reasonably necessary to make, consummate the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation obligations of Seller to effect the sale of the Seller to consummate Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions, or waiverthe waiver thereof, by Seller at or prior to the Closing, of each of the following further conditionsClosing Date: (a) The waiting period under the HSR Act applicable to the consummation of the sale of the Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any Governmental Authority which prevents the consummation of the sale of the Assets contemplated herein shall have been issued and remain in effect (each of Seller and Buyer agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States prohibiting the consummation of the sale of the Assets; (c) Seller shall have received all of Seller's Required Regulatory Approvals by Final Order, and such Required Regulatory Approvals shall not contain terms and conditions that would have an Asset Material Adverse Effect or a Seller Material Adverse Effect; (d) Seller shall have received any consents of third parties required for the assignment to Buyer of any of the Assigned Agreements other than consents that, if not obtained, would not have a Seller Material Adverse Effect; (e) Buyer shall have performed and complied with each of its covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date except where the failure to so perform or comply, when taken in the aggregate, would not have a Seller Material Adverse Effect; (f) The representations and warranties of Buyer made set forth in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) correct as of the Closing Date as though made on at and as of the Closing Date exceptDate, in both cases, except (i) for subject to Section 6.11, to the extent due to changes expressly contemplated permitted by this AgreementAgreement or otherwise in writing by Seller, or (ii) where that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct as of, or in respect of, such date or period and (iii) to the extent that any failure of such representations and warranties to be true and correct, individually or correct as aforesaid when taken in the aggregate, has not had, and aggregate would not reasonably be expected to have, have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Seller Material Adverse Effect; (bg) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated assumed, as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this and subject to Section 10.02(a) have been satisfied.6.12, all of the applicable obligations under the IBEW CBA; (dh) Seller Buyer shall have received delivered, caused to be delivered or standing ready to deliver, to Seller at the following documents:Closing, Buyer's closing deliveries described in Section 3.6; (i) Seller shall be reasonably satisfied that the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State consummation of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of Arizona Electric Purchase Agreement will occur concurrently with the Closing; and (iiij) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer Seller shall have tendered received opinions from Seller's Bond Counsel, dated the Purchase PriceClosing Date, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, substantially in the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.form attached hereto as Exhibit E.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated by this Agreement Closing shall be subject to the fulfillment satisfaction (or waiver, at in whole or prior in part, to the Closingextent permitted by applicable Law, by Seller) on and as of the Closing Date of each of the following further conditions:: 762328-4-26-v3.0 80-40654266 (a) The representations and warranties of Buyer made in this Agreement Purchaser shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) correct as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Date; (b) Buyer Purchaser shall have performed in delivered the Purchase Price, and all material respects all obligations other documents required to be performed delivered by it under this Agreement on Purchaser at or prior to the Closing Date.under the terms of this Agreement; (c) Seller Purchaser shall have received a certificate delivered or caused to be delivered to Seller the Indemnification and Reimbursement Agreements, dated as of the Closing Date from Buyerdate hereof, executed by an authorized officer Purchaser in favor of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.Seller; (d) Seller Purchaser shall have received delivered or caused to be delivered to Seller an Amendment to the following documents:Asset Management Agreement, dated as of the date hereof, between Hunx Xxvestment Management, LLC, a Delaware limited liability company ("Asset Manager"), and Purchaser, in substantially the form attached hereto as Exhibit A; and (e) Purchaser shall have delivered or caused to be delivered to Seller a certificate of the Secretary or Assistant Secretary, as of the Closing Date, of Purchaser certifying (i) the certificate of incorporation (or equivalent organizational document) for BuyerOrganizational Documents, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by under the Secretary Laws of State of Buyer’s the jurisdiction of organization dated within ten (10) days of the Closing; and its formation, (iii) a certificate the minutes of an officer the meeting of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions independent directors of the board of directors, (iv) the minutes of the meeting of the full board of directors and (or equivalent governing bodyv) the names and signatures of Buyer authorizing the execution and delivery of officers authorized to sign this Agreement and any other documents required to be delivered under the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary terms of this Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) when made and exceptions relating as of immediately prior to materiality or material adverse effectthe Closing, as if made at and as of the date of this Agreement and such time (except to those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the extent failure of such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been to be so true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to havebe, a material individually or in the aggregate materially adverse effect on to the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementconsummate the transactions contemplated hereby on a timely basis. (b) Buyer shall have performed and complied in all material respects with all covenants and obligations required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller Buyer shall have received a certificate dated as of the Closing Date from Buyer, delivered to Seller duly executed by an authorized officer of Buyer, counterparts to the effect that the conditions Ancillary Documents and such other documents and deliveries set forth in this Section 10.02(a) have been satisfied3.02(b). (d) Seller shall have received a certificate, dated the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified Closing Date and signed by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an duly authorized officer of Buyer, given by such officer on behalf that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “Buyer and not in such officer’s individual capacity, certifying as to Closing Certificate”). (e) Seller shall have received a certificate of the bylaws Secretary (or equivalent governing documentofficer) of Buyer certifying (i) that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (ii) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (ef) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction or waiver by Seller of the following conditions: (i) Each of Purchaser shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of each of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true at and as of the Closing Date, as if made at and as of such date, (iii) Purchaser and Purchaser shall have delivered or caused to be delivered to Seller all of the items specified in Section 7.03, in each case in form and substance satisfactory to Seller, and (iv) Seller shall have received a certificate signed by a fully authorized officer of each of Purchaser and Purchaser to the foregoing effect. (b) The transaction contemplated herein and its consummation has been approved by all necessary corporate action on behalf of Purchaser and all necessary consents must have been obtained or waived. (c) The form and substance of all actions, proceedings, instruments, documents and other deliverables required to consummate the transactions contemplated by this Agreement shall be subject have been satisfactory in all reasonable respects to the fulfillment Seller and Seller’s counsel. (d) All material written consents, assignments, waivers or waiverauthorizations, at or prior to the Closingincluding, of each without limitation, all Permits, shareholder approvals that are required as a result of the following further conditions: (a) The representations and warranties of Buyer made in transactions contemplated by this Agreement shall be true or the continuation in full force and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as effect of the date of this Agreement Contracts and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties Business shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality obtained. (e) There shall not have occurred any events or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correctdevelopments, individually or in the aggregate, has not had, and would not reasonably be expected resulting in a Material Adverse Effect with respect to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement Purchaser or any Ancillary AgreementPurchaser. (bf) Buyer The Subsequent Financing transactions contemplated by the subscriptions from Investors to purchase shares of Purchaser’s common stock, par value $.001, at a price of $0.20 per share, in an aggregate amount of at least $1,000,000 shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller closed, and Purchaser shall have received a certificate dated as an aggregate minimum of $1,000,000 from investors in exchange for the issuance of common stock of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedPurchaser thereunder. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be to take place at the Closing are subject to the fulfillment satisfaction or waiver, at or prior to the Closing, waiver by Seller of each of the following further conditions: (a) The 1. Buyer has paid the Base Purchase Price required to be paid at the Closing, as adjusted in accordance with this Agreement. 2. All representations and warranties of Buyer made contained in this Agreement shall be are true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier daterespects, in which each case such representations on and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date with to the same effect as though if made on and as of the Closing Date exceptDate, in both cases, (i) except for changes expressly specifically permitted or contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) 3. Buyer shall have performed in all material respects all obligations has performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by it under this Agreement on Buyer at or prior to the Closing DateClosing. 4. Buyer has executed and delivered to Seller each of the following items: (a) the Earnxxx Xxxey Escrow Agreement; (b) the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B; (c) the Assignment and Assumption of Contracts Agreement substantially in the form attached hereto as Exhibit D; (d) the Assignment and Assumption of Equipment Financing Agreements and Customer Equipment Lease Agreements substantially in the form attached hereto as Exhibit E; and (e) a Non-Competition Agreement substantially in the form attached hereto as Exhibit F. 5. Buyer has delivered to Seller shall have received the following: (a) a certificate certificate, dated as of the Closing Date from BuyerDate, executed signed by an authorized the chief executive officer of Buyer, stating that to the effect that best of his knowledge in his corporate capacity, the conditions set forth in this Section 10.02(aSections VI.C.2 and VI.C.3 are satisfied; (b) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State a copy of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement by Buyer, and a certificate of Buyer, dated as of the Closing, that such resolutions were duly adopted and are in full force and effect as of the date of Closing; and (c) such other documents as Seller may reasonably request in connection with the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement Acquisition shall be subject to the fulfillment satisfaction or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations (i) Each representation and warranties of Buyer made warranty contained in this Agreement Article V (other than the Purchaser Fundamental Representations) shall be true and correctcorrect (without regard to any materiality, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, effect or other similar qualification therein) as of the date of this the Original Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except(other than such representations and warranties that refer to a specified date, in both caseswhich need only be true and correct on and as of such specified date), (i) for changes expressly contemplated by this Agreement, or (ii) except where any such failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to havematerially impair the ability of any of Purchaser or any of its Affiliates party to the Ancillary Agreements from performing their respective obligations under this Amended Agreement and the Ancillary Agreements, a as applicable, or prevent, hinder or materially delay the consummation of any of the transactions contemplated hereby or thereby and (ii) each Purchaser Fundamental Representation shall be true and correct (without regard to any materiality, material adverse effect or other similar qualification therein) in all material respects as of the date of the Original Agreement and as of the Closing Date as though made on and as of the ability Closing Date (other than such representations and warranties that refer to a specified date, which need only be true and correct in all material respects on and as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch specified date). (b) Buyer The covenants, obligations and agreements contained in this Amended Agreement to be complied with by Purchaser at or before the Closing shall have performed been complied with in all material respects, except that Purchaser shall have complied in all respects all with its obligations under Section 2.06(b)(ii) to the extent required to be performed complied with by it under this Agreement Purchaser on or prior to before the Closing Date. (c) Closing, and Seller shall have received a certificate dated as signed by a senior officer of Purchaser to such effect. (c) The waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated and the corresponding HSR notification thereunder shall not have expired, and the waiting periods, clearances, approvals and/or Consents under each other Review Law listed on Section 9.01(c) of the Closing Date from BuyerSeller Disclosure Letter (collectively, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a“Specified Jurisdictions”) shall have been satisfiedexpired, terminated or obtained. (d) Seller There shall have received be no Governmental Order in existence restraining, enjoining or otherwise prohibiting the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State consummation of the applicable jurisdiction of organization; Closing (ii“Restraint”) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (in jurisdictions that collectively account for 10) days % or more of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions net sales of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyBusiness in fiscal year 2017. (e) Buyer Each of Purchaser and, if applicable, its Affiliates shall have tendered executed and delivered to Seller each of the Purchase Price, pursuant Ancillary Agreements to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementwhich it is a party.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be Initial Closing is also subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any one or more of which may be waived by Seller: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it under this Agreement on at or prior to the Initial Closing; (b) the representations and warranties of Buyer contained in Article V of this Agreement and any certificate delivered pursuant hereto (other than Fundamental Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct at and as of the Initial Closing Date.Date as if made at and as of the Initial Closing Date (other than such representations and warranties that by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (c) Seller the Fundamental Representations of Buyer contained in Article V of this Agreement, without giving effect to materiality, Material Adverse Effect or similar qualifications, shall have received a certificate dated be true and correct in all material respects at and as of the Initial Closing Date from Buyeras if made at and as of the Initial Closing Date (except for (i) de minimis inaccuracies and (ii) such representations and warranties that by their terms address matters only as of another specified date, executed by an authorized officer which shall be true and correct only as of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.such date); and (d) Seller Buyer shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) delivered to Seller a certificate of good standing signed by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf dated the Initial Closing Date, certifying that, to the knowledge and belief of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing documentconditions specified in Section 9.03(a), Section 9.03(b) of Buyer and as to resolutions of the board of directors (or equivalent governing bodySection 9.03(c) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.have been fulfilled; and (e) Buyer the Conversions shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementbeen completed.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Article IV shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representations or warranties containing any materiality qualifiers) or in all material adverse effect, as respects (in the case of the date of this Agreement and (except to the extent such any representations and or warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to without any materiality or material adverse effect, as of such earlier datequalifiers) as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a material adverse effect on Buyer’s ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtransactions contemplated hereby. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) No Action shall have been commenced against Buyer, Seller, the Teco Subsidiaries, which would prevent the Closing. (d) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (e) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect Buyer that each of the conditions set forth in this Sections 7.3(a) and Section 10.02(a7.3(b) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be Option closing is subject to the fulfillment or waiversatisfaction, at on or prior to the ClosingOption Closing Date, of each of the following further conditions:, any of which may be waived by Seller in writing (the “Seller Closing Conditions”): (a) The Buyer shall be in compliance in all material respects with its obligations under this Article 14, and the representations and warranties of Buyer made in this Agreement under Section 14.7 shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of the date of this Agreement Option Closing Date. If a dispute arises between Buyer and (except Seller with respect to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality satisfaction or material adverse effect, as of such earlier date) as non-satisfaction of the Seller Closing Date as though made on and as of the Closing Date exceptCondition set forth in this Section 4.9(a), in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure such dispute shall be exclusively resolved pursuant to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary AgreementArticle 12. (b) Buyer shall have performed in all material respects all obligations applicable Buyer Closing Actions and all other actions required to be performed by of it under this Agreement on or prior to hereunder in connection with the Closing DateOption closing. (c) There shall be no (i) injunction, restraining order or similar order of any material nature by any governmental authority of competent jurisdiction over the parties that directs that the Option closing not be consummated, or that the operation or sale and delivery of the output of the Project not continue, or (ii) action taken, or law enacted, promulgated or deemed applicable to the Option closing or the continued operation of the Project, by any governmental authority of competent jurisdiction over the parties that would render the purchase and sale of Seller’s Project Assets from Seller to Buyer, or the continued operation or sale and delivery of the output of the Project by Buyer, illegal. (d) Buyer and Seller shall have received all required regulatory approvals of all governmental authorities required to be obtained in connection with the consummation by Buyer and Seller of the Option closing (including all necessary approvals by FERC under Section 203 of the Federal Power Act), except those the failure of which to obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the parties to consummate the Option closing or otherwise perform their obligations hereunder, or a material adverse effect on the ability of Buyer to operate, maintain and beneficially use the Project. (e) Buyer and Seller shall have received all consents and approvals of all third parties necessary for the consummation by Buyer and Seller of the Option closing, except those the failure of which to obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the Option closing or otherwise perform their obligations hereunder, or a material adverse effect on the ability of Buyer to operate, maintain and beneficially use the Project. (f) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed on its behalf by an authorized officer of Buyer, dated the Option Closing Date, to the effect that the conditions set forth in Buyer’s representations and warranties under this Section 10.02(a) have been satisfied14.7 are true and correct in all material respects. (dg) Seller The Option Purchase Price shall have received been mutually agreed by the following documents:Parties or otherwise determined in accordance with Section 14.3(b). (ih) the certificate of incorporation (All Performance Assurances delivered by or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Seller to Buyer and not in such officer’s individual capacity, certifying as to connection with the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer Delivery Term shall have tendered the Purchase Price, pursuant been returned to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementSeller.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated by this Agreement shall Closing will be subject to the fulfillment or waiverfollowing conditions, at or prior to the Closing, of each of the following further conditionsunless waived in writing by Seller: (a) The representations and warranties of Buyer made in this Agreement shall will be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of at the Closing Date with the same effect as though made on and as of the Closing Date except, in both cases, (i) at such time except for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correctthat, individually individually, or in the aggregate, has not had, and resulted in or would not reasonably be expected to have, result in a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Material Adverse Effect; (b) Buyer shall will have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on at or prior to before the Closing Date.; (c) Buyer will have delivered to Seller shall have received a certificate certificates of Buyer in form and substance satisfactory to Seller, dated as of the Closing Date from Buyer, executed and signed by an authorized executive officer of Buyer, Buyer to the effect that the conditions set forth in paragraphs (a) and (b) of this Section 10.02(a) have been satisfied.7.3; (d) Buyer will have delivered to Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State a duly executed counterpart of the applicable jurisdiction Sublease in the form of organization; Exhibit C hereto; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days duly executed counterpart of the ClosingTransition Services Agreement in the form of Exhibit D hereto; (iii) a duly executed counterpart of the Escrow Agreement in the form of Exhibit A hereto and (iv) a duly executed copy of the Subcontract in the form of Exhibit E hereto; and (v) a duly executed copy of the Billing Services Agreement in the form of Exhibit B hereto; (e) Buyer shall have delivered an instrument of assumption and assumed the Assumed Liabilities; (f) Buyer shall have delivered the cash portion of the Purchase Price, in immediately available funds, less the amount deposited in escrow under the terms of the Escrow Agreement; and (iiig) Buyer shall have delivered a secretary's certificate of an officer of Buyer, given by such officer on behalf of Buyer in form and not in such officer’s individual capacity, certifying as substance reasonably satisfactory to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of Seller evidencing that this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer and thereby. (e) that the party signing this Agreement on behalf of Buyer shall have tendered the Purchase Price, pursuant is authorized to Section 2.08(b)(i)do so, and made, or stand ready at Closing to make, the deliveries contemplated a certificate of good standing in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementDelaware.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement shall Article V will be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which will be true and correct in all respects as of that specified date), except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a material adverse effect on Buyer’s ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtransactions contemplated hereby. (b) Buyer shall will have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer will have delivered to Seller shall have received a certificate dated as of the Closing Date from BuyerPurchase Price, duly executed by an authorized officer of Buyer, counterparts to the effect that the conditions Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in this Section 10.02(a) have been satisfied3.2(b). (d) Seller shall will have received a certificate, dated the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified Closing Date and signed by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an duly authorized officer of Buyer, given by such officer on behalf that each of the conditions set forth in (a) and (b) have been satisfied (the “Buyer and not in such officer’s individual capacity, certifying as to Closing Certificate”). (e) Seller will have received a certificate of the bylaws Secretary or an Assistant Secretary (or equivalent governing documentofficer) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by perform Seller's obligations under this Agreement are, and shall be subject to to, the fulfillment or waiver, satisfaction of each of the following conditions at or prior to the Closing, of each of the following further conditions: (a) Buyer shall have executed, acknowledged (where applicable) and delivered the Buyer's Closing Documents to be executed and delivered by Buyer, and Buyer shall have delivered to Seller all of the agreements, documents and other items required under this Agreement. The Ground Lease and all Leases and Service Contracts affecting the Property will be assumed by Buyer from and after the Closing Date. In particular, with respect to: (i) AFSI franchise documents, Buyer shall have executed and delivered all required franchise documents to AFSI, or to Seller as AFSI's franchise document repository, one week prior to the Closing Date (except for a copy of the deed which shall be provided to AFSI immediately after the Closing) and AFSI shall have countersigned said documents so that effective on the Closing Date, Buyer shall become a franchisee of AFSI with respect to the Property; (ii) the first mortgage loan on the Property, Buyer shall either have obtained new financing sufficient to pay off the loan in full or a duly executed release in form and substance satisfactory to Seller releasing Seller and AHI, as guarantor of said loan, from all liability under said loan; and (iii) the Ground Lease, Buyer shall have obtained a full release of Seller and Guarantor by the Ground Lease lessor, in recordable form, releasing Seller and Guarantor from all liability under the Ground Lease. (b) All of the representations and warranties of Buyer made contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed correct in all material respects when made, and shall be true and correct in all obligations required to be performed by it under this Agreement material respects on or prior to the Closing Date. (c) Seller Buyer shall have received a certificate dated performed, observed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedClosing. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer been released from any and not in such officer’s individual capacity, certifying as all further liabilities and obligations under and any franchise agreement between Seller and AFSI with respect to the bylaws (or equivalent governing documentProperty, including, without limitation, any termination fee(s) of Buyer and as required to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebybe paid in connection with such release. (e) Buyer shall have tendered The simultaneous closing of the Purchase Pricesale of the Freeport Hotel from the Freeport Seller to the Freeport Buyer. (f) The appraised value of the Property and the Freeport Hotel collectively, pursuant to Section 2.08(b)(i)an appraisal to be conducted by Xxxxxxx & Wakefield after the date of this Agreement but prior to the Closing Date, shall not exceed the purchase price of the Property and madethe Freeport Property, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementcollectively.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementall respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Seller shall have received a certificate dated The other Transaction Documents as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) 5.14, shall have been satisfiedexecuted and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (d) Seller shall have received a certificate, dated the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified Closing Date and signed by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an duly authorized officer of Buyer, given that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (e) Seller shall have received a resolution adopted by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, but not limited to, the issuance of the Shares. (ef) Buyer shall have tendered delivered to Seller cash in an amount equal to $450,000 by wire transfer in immediately available funds, to an account or accounts designated by Seller in a written notice to Buyer. (g) Buyer shall have delivered to Seller a stock certificate of Buyer evidencing the Purchase PriceShares, pursuant fully paid and nonassessable, duly issued in the name of Seller. (h) Buyer shall have delivered to Section 2.08(b)(i), and made, Seller a good standing certificate (or stand ready at Closing to make, its equivalent) for Buyer from the deliveries contemplated secretary of state or similar Governmental Authority of the jurisdiction under the Laws in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementwhich the Company is organized.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or waiver, at waiver in writing by Seller on or prior to the Closing, Closing Date of each of the following further conditions: (a) The Each of the representations and warranties of Buyer contained in this Agreement qualified by a concept of materiality shall be true when made and as of the Closing Date, and each of the other representations and warranties of Buyer contained in this Agreement shall be true in all material respects when made and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to Closing Date, with the extent same effect as though such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have had been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (except (i) for changes expressly contemplated by this Agreementrepresentations and warranties that are made as of a specific date need be true, or true in all material respects, as the case may be, only as of such date and (ii) where any failure as expressly permitted by this Agreement to be true change between the date of this Agreement and correct, individually or in the aggregate, has not had, Closing Date); each of the covenants and would not reasonably be expected to have, a material adverse effect on the ability agreements of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Date shall have been duly performed in all material respects; and Seller shall have received a certificate at the Closing certificates to that effect dated as of the Closing Date from Buyer, and executed on behalf of Buyer by an authorized officer its President or any of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfiedits Vice Presidents and its Secretary or any of its Assistant Secretaries. (db) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) from Jonex, Xxy, Reavxx & Pogux, xx counsel for Buyer, certified by the Secretary of State an opinion, dated as of the applicable jurisdiction Closing Date, substantially in the form of organization; (iiSchedule 7.2(b) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyhereof. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementall respects). (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Seller shall have received a certificate dated The other Transaction Documents, including the Employment Agreement as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) 5.14, shall have been satisfiedexecuted and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Seller. (d) Seller shall have received a certificate, dated the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified Closing Date and signed by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an duly authorized officer of Buyer, given that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (e) Seller shall have received a resolution adopted by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, but not limited to, the issuance of the Shares. (ef) Buyer shall have tendered delivered to Seller cash in an amount equal to $450,000 by wire transfer in immediately available funds, to an account or accounts designated by Seller in a written notice to Buyer. (g) Buyer shall have delivered to Seller a stock certificate of Buyer evidencing the Purchase PriceShares, pursuant fully paid and nonassessable, duly issued in the name of Seller. (h) Buyer shall have delivered to Section 2.08(b)(i), and made, Seller a good standing certificate (or stand ready at Closing to make, its equivalent) for Buyer from the deliveries contemplated secretary of state or similar Governmental Authority of the jurisdiction under the Laws in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementwhich the Company is organized.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) Buyer shall have delivered to Seller resolutions authorizing the certificate acquisition of incorporation (or equivalent organizational document) for Buyerthe Assets and the assumption of the Assumed Contracts, and the execution and delivery of this Agreement and each of the Acquisition Agreements, certified by the Secretary of State of the applicable jurisdiction of organizationBuyer; (ii) a certificate TSI shall have delivered to Seller resolutions authorizing the execution and delivery of good standing the TSI Note, certified by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days ; b. No action, suit, or proceeding before any court or governmental or regulatory authority shall be pending, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the Closing; andprincipals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; c. Buyer shall have (i) delivered to Seller the Closing Date Consideration, (ii) directed TSI to execute and deliver to Seller the TSI Note, and TSI shall have delivered such TSI Note, (iii) assumed Seller's obligations under the Assumed Contracts, and (iv) executed and delivered the Acquisition Agreements to which it is a certificate party; d. Landlord and Buyer shall have executed the Lease Modification, substantially and materially in the form of an officer EXHIBIT F hereto, subject only to those changes acceptable to Buyer, in Buyer's sole discretion, and the Lease Modification shall be valid and enforceable; e. Buyer's Affiliates shall have completed each of the Related Ovox Acquisitions as of the Closing Date; f. All material consents of third parties necessary on the part of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacitySeller or the Business, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby.to permit the operation of the Business by Buyer in substantially the same manner after the Closing Date as conducted by Seller prior to the Closing Date, shall have been obtained or effected; (e) g. Seller and Buyer shall have tendered written and agreed upon the Purchase Price, pursuant to Section 2.08(b)(icontents of the Xxxxxxxxxx Receivable List; h. Except as set forth on SCHEDULE 5(F), and made(i) no action, suit, or stand ready at Closing proceeding before any court or governmental or regulatory authority shall be pending which could materially effect the value of the Purchased Assets or Buyer's ability to makeprofitably own and operate the Business, (ii) no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any third party or governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; i. Buyer shall have performed, satisfied and complied with all of the covenants, conditions and provisions of this Agreement to be performed, satisfied or complied with by Buyer; and j. Buyer shall have delivered to Seller a total of ten (10) complimentary, non-transferable, passport memberships, which memberships shall be valid for as long as TSI remains directly, or indirectly, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementowner of any or all of Buyer's Affiliates.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be hereby are further subject to the fulfillment satisfaction (or waiverwaiver in writing) at or prior to the Closing of each of the following conditions, which are for the benefit of Seller only and may only be waived by Seller, at or prior to the Closing, of each of the following further conditionsin its sole discretion: (a) The representations and warranties of Buyer made contained in Article IV of this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of respects at the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on hereof and as of the Closing Date exceptas if made at and as of such time, in both cases, (i) except for changes expressly permitted or contemplated by this Agreement, or hereby and except for representations that are as of a specific date (ii) where any failure to which representations shall be true and correct, individually or correct in the aggregate, has not had, and would not reasonably be expected to have, a all material adverse effect on the ability respects as of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.such date); (b) Buyer shall have performed in all material respects all its obligations under this Agreement required to be performed by it under this Agreement on at or prior to the Closing Date.pursuant to the terms hereof; (c) Seller Buyer shall have received delivered to Seller (i) a certificate as to the satisfaction of the conditions set forth in Sections 6.2(a) and (b), dated as of the Closing Date from Buyer, and executed by an authorized officer of Buyer, (ii) a certificate dated the Closing Date, executed by the secretary of Buyer, providing as attachments copies of resolutions approved by the members of Buyer, certifying that the resolutions as attached to said certificate were duly adopted by the members of Buyer and that remains in full force and effect, authorizing and approving the execution by Buyer of this Agreement and other documents related to this transaction and approving the consummation by Buyer of the transactions contemplated by such agreements and documents, and (iii) a certificate dated the Closing Date, executed by Buyer, providing as attachments certificates of good standing for Buyer certified by the appropriate state official in each state in which Buyer is qualified, dated no earlier than forty-five (45) days prior to the effect that the conditions set forth in this Section 10.02(a) have been satisfied.Closing Date; (d) Seller shall have received obtained, and delivered evidence of obtaining, the following documents: (iconsents set forth on Section 6.2(d) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; Company Letter (ii) a certificate of good standing by collectively, the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing"REQUIRED CONSENTS"); and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered delivered to Seller or its affiliates, as applicable, all the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated items set forth in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement1.5.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) Buyer shall have delivered to Seller resolutions authorizing the certificate acquisition of incorporation (or equivalent organizational document) for Buyerthe Assets and the assumption of the Assumed Contracts, and the execution and delivery of this Agreement and each of the Acquisition Agreements, certified by the Secretary of State of the applicable jurisdiction of organizationBuyer; (ii) a certificate TSI shall have delivered to Seller resolutions authorizing the execution and delivery of good standing the TSI Note, certified by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days ; b. No action, suit, or proceeding before any court or governmental or regulatory authority shall be pending, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the Closing; andprincipals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; c. Buyer shall have (i) delivered to Seller the Closing Date Consideration, (ii) directed TSI to execute and deliver to Seller the TSI Note, and TSI shall have delivered such TSI Note, (iii) assumed Seller's obligations under the Assumed Contracts, and (iv) executed and delivered the Acquisition Agreements to which it is a certificate party; d. Landlord and Buyer shall have executed the New Lease, substantially and materially in the form of an officer EXHIBIT F hereto, subject only to those changes acceptable to Buyer, in Buyer's sole discretion, and the New Lease shall be valid and enforceable; e. Buyer's Affiliates shall have completed each of the Related Ovox Acquisitions as of the Closing Date; f. All material consents of third parties necessary on the part of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacitySeller or the Business, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby.to permit the operation of the Business by Buyer in substantially the same manner after the Closing Date as conducted by Seller prior to the Closing Date, shall have been obtained or effected; (e) g. Seller and Buyer shall have tendered written and agreed upon the Purchase Price, pursuant to Section 2.08(b)(icontents of the Xxxxxxxxxx Receivable List; h. Except as set forth on SCHEDULE 5(F), and made(i) no action, suit, or stand ready at Closing proceeding before any court or governmental or regulatory authority shall be pending which could materially effect the value of the Purchased Assets or Buyer's ability to makeprofitably own and operate the Business, (ii) no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any third party or governmental or regulatory authority shall have been threatened, against Buyer, Seller or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions; i. Buyer shall have performed, satisfied and complied with all of the covenants, conditions and provisions of this Agreement to be performed, satisfied or complied with by Buyer; and j. In connection with this Agreement and the other Ovox Acquisition Agreements, Buyer's Affiliates' parent, TSI, shall have delivered to Seller's Principals a total of ten (10) complimentary, non-transferable, passport memberships, which memberships shall be valid for as long as TSI remains directly, or indirectly, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementowner of any or all of Buyer's Affiliates.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or waiver, at waiver in writing by Seller on or prior to the Closing, Closing Date of each of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties contained herein shall have been true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effectrespects as of the Closing, as of such earlier date) if made as of the Closing Date (except that representations and warranties that are made as though made on and of a specific date or as of the date hereof need be true in all material respects only as of such date), and Seller shall have received a certificate to such effect dated the Closing Date except, in both cases, (i) for changes expressly contemplated and executed by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability duly authorized officer of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Buyer; (b) The covenants and agreements of Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) shall have been duly performed in all material respects, and Seller shall have received a certificate to such effect dated as of the Closing Date from Buyer, and executed by an a duly authorized officer of Buyer, to ; (c) The Effective Time (as defined in the effect that the conditions set forth in this Section 10.02(aMerger Agreement) shall have been satisfied.occurred; (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for an opinion from inside counsel to Buyer, certified by in the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closingform set forth in Exhibit E-1; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer If the Closing does not occur immediately after the Effective Time, then either (i) Parent or SBC shall have tendered received a private letter ruling from the Purchase Price, pursuant to Section 2.08(b)(i), Internal Revenue Service confirming that the Companies and madeany of their Subsidiaries which are taxed as corporations for United States federal income tax purposes are properly includible in the SBC affiliated group, or stand ready at Closing to make, (ii) 60 days shall have elapsed since the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary AgreementEffective Time.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The Other than the representations and warranties of Buyer made contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or material adverse effect, ) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be true and correct, individually or correct in all respects on and as of the aggregate, has not had, date hereof and would not reasonably be expected to have, a material adverse on and as of the Closing Date with the same effect on the ability as though made at and as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch date. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants, and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) Xxxxx shall have delivered to Seller duly executed counterparts to the Ancillary Documents. (e) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect that each of the conditions set forth in this Section 10.02(a7.03(a) and Section 7.03(b) have been satisfiedsatisfied (the “Buyer Closing Certificate”). (df) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officerOfficer’s individual capacity, certifying as Certificate pursuant to the bylaws (or equivalent governing documentSection 2.03(a)(ii) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and therebyAgreement. (eg) Buyer shall have tendered delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller's waiver, at or prior to the Closing, of each of the following further conditions: (a) The Other than the representations and warranties of Buyer made contained in Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material adverse effect, respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be true and correct, individually or correct in all respects on and as of the aggregate, has not had, date hereof and would not reasonably be expected to have, a material adverse on and as of the Closing Date with the same effect on the ability as though made at and as of Buyer to perform its obligations under this Agreement or any Ancillary Agreementsuch date. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Sellers. (e) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of Buyer, to the effect that each of the conditions set forth in this Section 10.02(a7.03(a) and Section 7.03(b) have been satisfied. (df) Seller shall have received the following documents: (i) the a certificate of incorporation the Secretary or an Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eg) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (h) Buyer shall have tendered delivered to Seller's Representative (i) the Purchase PriceBuyer Shares, pursuant to Section 2.08(b)(i)(ii) the Buyer Parent Note, and made(iii) cash in an amount equal to the Closing Payment, by wire transfer in immediately available funds, to an account or stand ready at Closing accounts designated by Seller's Representative in a written notice to make, Buyer. (i) Buyer shall have delivered to Seller such other documents or instruments as Seller's Representative reasonably request and are reasonably necessary to consummate the deliveries transactions contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to conditioned upon the fulfillment satisfaction or waiverfulfillment, at or prior to the Closing, of each of the following further conditions, unless waived in writing by Seller: (a) The representations and warranties of Buyer made Purchaser set forth herein (without duplication of any materiality qualifications included in such representations for all purposes of this Agreement Section 6.2(a)) shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, correct as of the date of this Agreement and (except to the extent such representations and warranties speak Closing as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) if made as of the Closing Date as though (except that representations and warranties that are made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to a specific date need be so true and correctcorrect only as of such date), except as would not, individually or in the aggregate, has not hadbe reasonably expected to have a Purchaser Material Adverse Effect, and would not reasonably be expected Seller shall have received a certificate to have, such effect dated the Closing Date and executed by a material adverse effect on the ability duly authorized officer of Buyer to perform its obligations under this Agreement or any Ancillary AgreementPurchaser. (b) Buyer shall have performed in all material respects all obligations required The covenants and agreements of Purchaser to be performed by it under this Agreement on or prior to the Closing Date. (c) Date shall have been duly performed in all material respects, and Seller shall have received a certificate to such effect dated as of the Closing Date from Buyer, and executed by an a duly authorized officer of Buyer, to Purchaser. (c) The Consent of the effect that FCC required for the conditions set forth in this Section 10.02(a) consummation of the Transactions shall have been satisfiedobtained pursuant to a Final Order, free of any conditions (i) materially adverse to Seller, or the other Seller Entities taken as a whole, or (ii) which would reasonably be expected to have a Purchaser Material Adverse Effect. (d) Seller shall have received All applicable waiting periods under the following documents: HSR Act (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the if applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby by this Agreement) shall have expired or been terminated and therebyno objection shall have been made by the FTC or the DOJ. (e) Buyer The Purchaser State Consents, if any, shall have tendered been obtained free of any conditions (i) materially adverse to Seller or the Purchase PriceSeller Entities (other than Seller) taken as a whole or (ii) which would reasonably be expected to have a Purchaser Material Adverse Effect. (f) All Governmental Authorizations required to be obtained prior to Closing by either party in order to consummate the Transactions (other than in respect of the Consent of the FCC, the HSR Act and the Purchaser State Consents), shall have been made or obtained free of any conditions materially adverse to Seller or the Seller Entities taken as a whole or which would reasonably be expected to have a Purchaser Material Adverse Effect. (g) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, nor any Law promulgated or enacted by any Governmental Authority, shall be in effect that as a result of the Transactions would impose material limitations on, or impair in any material respect, Seller or its Affiliates, or Seller’s operation of its business after Closing. (h) Purchaser shall have executed and delivered, or caused to be executed and delivered, to Seller the documents and instruments required pursuant to Section 2.08(b)(i)2.2. (i) The following Transaction Documents shall have been executed by Purchaser and delivered to Seller and shall contain terms and conditions reasonably acceptable to Seller: (A) the Customer Transition Services Agreement; provided, and made, or stand ready at Closing to makethat, the deliveries contemplated parties agree that the Customer Transition Services Agreement will contain, among other things, the terms and conditions set forth in Schedule 6.1(i); (B) the Network Transition Services Agreement; provided, that, the parties agree that the Network Transition Services Agreement will contain, among other things, the terms and conditions set forth in Schedule 6.1(i); (C) the Spectrum Manager Lease Agreement; (D) the Sixth Amendment to the Intercarrier Roamer Service Agreement; and (E) the Seller Brand License Agreement. (j) Each Transaction Document not set forth in Section 2.08(b)(i6.2(i) to be executed and Section 2.08(b)(iii) delivered in connection with the Closing shall have been executed by the Purchaser party thereto and each Ancillary Agreementdelivered to Seller.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’ waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made Purchaser contained in this Agreement ARTICLE VI shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a material adverse effect on Purchaser’s ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtransactions contemplated hereby. (b) Buyer Purchaser shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller shall have received a certificate certificate, dated as of the Closing Date from Buyer, executed and signed by an a duly authorized officer of BuyerPurchaser, to the effect that each of the conditions set forth in this Section 10.02(a8.3(a) and Section 8.3(b) have been satisfiedsatisfied (the “Purchaser Closing Certificate”). (d) Seller shall have received the following documents: (i) the a certificate of incorporation the Secretary or an Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer Purchaser certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer Purchaser authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (e) Buyer Seller shall have tendered received a certificate of the Purchase Price, pursuant Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the officers of Purchaser authorized to Section 2.08(b)(i), and made, or stand ready at Closing to makesign this Agreement, the deliveries contemplated in Section 2.08(b)(iTransaction Documents and the other documents to be delivered hereunder and thereunder. (f) Purchaser shall have filed a Listing of Additional Shares notice with Nasdaq disclosing the planned issuance of the Preferred Stock Shares, Conversion Shares, Warrants and Section 2.08(b)(iiiWarrant Shares. (g) and each Ancillary AgreementPurchaser shall have delivered to Seller a file stamped copy of the Designation as filed with the Secretary of State of Delaware. (h) Purchaser shall have delivered to Seller a signed copy of the Common Stock Purchase Warrant evidencing the Warrants.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller's waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made Parties contained in this Agreement ARTICLE IV shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a material adverse effect on Buyer's ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementtransactions contemplated hereby. (b) Buyer Parties shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer Parties shall have delivered to Seller the Estimated Purchase Price minus the Post-Closing Payments, duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 2.02(b). (d) At least fifty (50%) of the Available Employees shall have accepted post- Closing employment with Buyer. (e) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b)Section 6.03(a) have been satisfied (the "Buyer Closing Certificate"). (f) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by Secretary or an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation Assistant Secretary (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer certifying that attached thereto are true and as to complete copies of all resolutions of adopted by the board of directors (or equivalent governing body) of Buyer authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eg) Buyer Seller shall have tendered received a certificate of the Purchase Price, pursuant Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to Section 2.08(b)(i), and made, or stand ready at Closing to makesign this Agreement, the deliveries contemplated in Section 2.08(b)(i) Transaction Documents and Section 2.08(b)(iii) the other documents to be delivered hereunder and each Ancillary Agreementthereunder.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made contained in this Agreement Section 5.01, Section 5.02 and Section 5.04 shall be true true, complete and correct, disregarding correct in all qualifiers respects on and exceptions relating to materiality or material adverse effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, with the same effect as though made at and as of such date. All of the other representations and warranties of Buyer contained in both cases, this Agreement that (i) for changes expressly contemplated by this Agreementare qualified as to “materiality” or “Material Adverse Effect” or another similar qualifier shall in the aggregate be true, or complete and correct in all respects when made and as of the Closing as if made at the Closing (except those representations and warranties that address matters only as of a specified date, which shall be true, complete and correct in all respects as of such date), and (ii) where any failure that are not qualified as to be true and correct, individually “materiality” or “Material Adverse Effect” or another similar qualifier shall in the aggregateaggregate be true, has not had, complete and would not reasonably be expected to have, a correct in all material adverse effect on respects when made and as of the ability of Buyer to perform its obligations under this Agreement or any Ancillary AgreementClosing as if made at the Closing. (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Seller Buyer shall have received furnished to Seller a certificate dated as of the Closing Date from Buyer, executed and signed by an authorized officer of Buyer, Seller to the effect that the conditions precedent set forth in this Section 10.02(aSections 7.02(a) and (b) have been satisfied. (d) Seller No injunction or restraining order shall have received the following documents: (i) the certificate of incorporation (been issued by any Governmental Authority, and be in effect, which restrains or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions prohibits any material transaction contemplated hereby and thereby.hereby. 44 (e) Buyer shall have tendered delivered to Seller the Purchase Price, pursuant duly executed counterparts to Section 2.08(b)(i), the Transaction Documents (other than this Agreement) and made, or stand ready at Closing to make, the such other documents and deliveries contemplated set forth in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement3.02(b).

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the sale of the Purchased Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date (or the waiver by Seller) of the following further conditions: (a) The waiting period under the HSR Act applicable to the consummation of the sale of the Purchased Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the sale of the Purchased Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States which prohibits the consummation of the sale of the Purchased Assets; (c) Seller shall have received all of Seller's Required Regulatory Approvals applicable to them, containing no conditions or terms which would materially diminish the benefit of this Agreement to Seller or result in a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Seller ("Seller Material Adverse Effect"); (d) All consents and approvals for the consummation of the sale of the Purchased Assets contemplated hereby required under the terms of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Seller is party or by which Seller, or any of the Purchased Assets, may be bound, shall have been obtained, other than those which if not obtained, would not, individually and in the aggregate, create a Material Adverse Effect; (e) Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (f) The representations and warranties of Buyer made set forth in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) respects as of the Closing Date as though made on at and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Date; (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (cg) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, dated the Closing Date, to the effect that that, to such officer's Knowledge, the conditions set forth in this Section 10.02(aSections 7.2(e) and (f) have been satisfied.satisfied by Buyer; (dh) Effective upon Closing, Buyer shall have assumed, as set forth in Section 6.10, all of the applicable obligations under the Collective Bargaining Agreement as they relate to Transferred Union Employees; (i) Seller shall have received an opinion from Buyer's counsel reasonably acceptable to Seller, dated the following documentsClosing Date and reasonably satisfactory in form and substance to Seller and its counsel, substantially to the effect that: (i) Each of Buyer and Buyer Parent (collectively, "Buyer Entities") is an Ohio corporation duly organized, validly existing and in good standing under the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State laws of the applicable jurisdiction state of its organization, is (in the case of Buyer) qualified to do business in the Commonwealth of Pennsylvania, and has the full corporate power and authority to own, lease and operate its material assets and properties and to carry on its business as is now conducted, and to execute and deliver the Agreement and the Ancillary Agreements by Buyer and the Guaranty dated the date hereof by Buyer Parent (the "Guaranty"), and to consummate the transactions contemplated thereby; and the execution and delivery of the Agreement and the Ancillary Agreements by Buyer and the Guaranty by Buyer Parent and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action required on the part of Buyer and Buyer Parent; (ii) The Agreement, the Ancillary Agreements and the Guaranty have been duly and validly executed and delivered by Buyer and Buyer Parent, as applicable, and constitute legal, valid and binding agreements of Buyer and Buyer Parent, as applicable, enforceable against Buyer and Buyer Parent, as applicable, in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or relating to enforcement of creditor's rights generally and general principles of equity (regardless of whether enforcement is considered in a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten proceeding at law or in equity); (10iii) days The execution, delivery and performance of the ClosingAgreement and the Ancillary Agreements by Buyer and the Guaranty by Buyer Parent, do not (A) conflict with the Certificate of Incorporation or Bylaws (or other organizational documents), as currently in effect, 56 of either Buyer Entity or (B) to the knowledge of such counsel, constitute a violation of or default under those agreements or instruments set forth on a Schedule attached to the opinion and which have been identified to such counsel as all the agreements and instruments which are material to the business or financial condition of Buyer or Buyer Parent; (iv) The Assignment and Assumption Agreement and other transfer instruments described in Section 3.7 are in proper form for Buyer to assume the Assumed Liabilities; and (iiiv) a certificate of an officer of No consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the 's execution and delivery of this the Agreement and the Ancillary Agreements and Buyer Parent's execution and delivery of the Guaranty, or the consummation by Buyer and Buyer Parent of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not prevent Buyer or Buyer Parent from performing their material respective obligations under the Agreement, the Ancillary Agreements and Guaranty. In rendering the foregoing opinion, Buyers' counsel may rely on opinions of local law reasonably acceptable to Seller. (ej) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and madedelivered, or stand ready caused to be delivered, to Seller at Closing to makethe Closing, the Buyer's closing deliveries contemplated described in Section 2.08(b)(i3.7. (k) Buyer shall have executed and Section 2.08(b)(iii) delivered the Sublicense Agreements and each Ancillary Agreementshall have received all necessary consents, approvals and authorizations of all other parties necessary to the grant of the Sublicenses.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) All agreements, certificates, opinions and other documents required to be delivered pursuant to the provisions of this Agreement shall be reasonably satisfactory in form, scope and substance to Seller and its counsel, and Seller and its counsel shall have received all information and copies of all documents, including records of corporate proceedings, which they may reasonably request in connection therewith, such documents where appropriate to be certified by proper Authorities or corporate officers; (b) ATS shall have furnished Seller and, at Seller's request, any bank of other financial institution providing credit to Seller, with favorable opinions, dated the Closing Date of Sullivan & Worcester LLP, counsel for ATS, with respect to xxx xxxxers set forth in Section 4.1 and with respect to such other matters arising after the date of this Agreement and incident to the Transactions, as Seller or its counsel may reasonably request or which may be reasonably requested by any such bank or financial institution or their respective counsel; (c) The representations and warranties of Buyer made ATS contained in this Agreement or otherwise made in writing by it or on its behalf pursuant hereto or otherwise made in connection with the Transactions shall be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date with the same force and effect as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure such date except those which speak as of a certain date which shall continue to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer shall have performed correct in all material respects as of such date on the Closing Date (including without limitation giving effect to any later obtained knowledge of Seller or ATS, except as otherwise specifically provided herein); each and all obligations required of the agreements and conditions to be performed or satisfied by it under this Agreement on ATS hereunder at or prior to the Closing Date. (c) Seller Date shall have received a certificate dated been duly performed or satisfied in all material respects; and ATS shall have furnished Seller with such certificates and other documents evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) Seller or its counsel shall have been satisfied.reasonably requested; (d) Seller ATS shall have received the following documents: (i) the certificate of incorporation (delivered or equivalent organizational document) for Buyer, certified by the Secretary of State cause to be delivered to Seller all of the applicable jurisdiction Collateral Documents and other agreements, documents and instruments required to be delivered by ATS to Seller at or prior to the Closing pursuant to the terms of organizationthis Agreement; (iie) ATS shall have executed and delivered to Seller a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days counterpart of the ClosingATS Employment Agreement; and (iiif) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer ATS shall have tendered executed and delivered to Seller the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Nonassignable Contracts Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller under this Agreement to consummate the transactions contemplated by this Agreement shall hereby will be subject to the fulfillment or waiversatisfaction, at or prior to the Closing, of each all of the following further conditions, any one or more of which may be waived at the option of Seller and the Stockholders: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement. (b) Buyer Purchaser shall have performed in and complied with all material respects all obligations of the agreements required by this Agreement to be performed or complied with by it under this Agreement on Purchaser at or prior to the Closing Date. (c) Date and Seller shall have received a certificate certificate, dated as of the Closing Date from BuyerDate, executed signed by an a duly authorized officer of Buyer, Purchaser to the effect that foregoing effect; (b) Purchaser shall have delivered to Seller or to any person or persons specified by Seller, by wire transfer or by certified check, an amount equal to the conditions set forth in this portion of the Purchase Price payable to Seller at Closing pursuant to Section 10.02(a3.1(a); (c) No action or proceeding shall have been satisfied.instituted or threatened for the purpose, or with the probable or reasonably likely effect, of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof; (d) All necessary action (corporate or otherwise) shall have been taken by Purchaser to authorize, approve and adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and Seller shall have received a certificate, dated as of the following documents:Closing Date, of a duly authorized representative of Purchaser to the foregoing effect; (e) Seller shall received an opinion of Weil, Gotshal & Mangxx XXX, counsel for Purchaser, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 7.2(e); (f) Purchaser or NDR shall have entered into employment agreements, in form and substance reasonably satisfactory to Purchaser, with Paul Xxxx xxx Greg Xxxx xxx Purchaser or one of its affiliates shall have entered into consulting agreements in form and substance reasonably satisfactory to Purchaser with John Xxxxxxxxx xxx Larrx Xxxxxxx; (g) Purchaser shall have delivered to Seller such good standing certificates, officers' certificates and similar documents and certificates as counsel for Seller shall have reasonably requested prior to the Closing Date; (h) Seller shall have terminated its software license agreement with Axint and Purchaser shall have entered into both a Computer Program End-User License Agreement and a Custom Modification Agreement with Axint; (i) the certificate of incorporation (or equivalent organizational document) for BuyerPurchaser shall have entered into certain option agreements and subscription rights agreements with Paul Xxxx, certified Xxeg Xxxx, Xxhn Xxxxxxxxx xxx Larrx Xxxxxxx xx terms and conditions mutually agreed upon by the Secretary of State of the applicable jurisdiction of organizationparties; (iij) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; andSeller shall have been released from its debt obligations with Axint; (iiik) a certificate of an officer of BuyerPurchaser shall have executed and delivered each agreement, given instrument and document required to be executed by such officer on behalf of Buyer and not Purchaser in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby.connection herewith; (el) Buyer Seller shall have tendered the entered into an Asset Purchase PriceAgreement with Johnxxx; xxd (m) Purchaser shall have entered into a Commission Agreement with Axint, pursuant to Section 2.08(b)(i)Paul Xxxx, and madeXxeg Xxxx xxx such other individuals as Purchaser, or stand ready at Closing to makein its sole discretion, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreementmay designate.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date of the following further additional conditions: (a) The Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date and the representations and warranties of Buyer made which are set forth in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of the date of this Agreement and (except to the extent that any such representations representation and warranties speak warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) and as of an earlier the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representations and warranties shall have been be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or material adverse effect, respects as of such earlier other date) as of the Closing Date as though made on at and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.Date; (b) Buyer Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to received a certificate from an authorized officer of Buyer, dated as of the Closing Date., to the effect that, to the best of such officer’s knowledge, the conditions set forth in Section 8.3(a) have been satisfied; and (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed other items to be delivered to it pursuant to Section 4.3. Any condition specified in this Section 8.3 may be waived by an authorized officer of Buyer, to the effect Seller; provided that the conditions no such waiver shall be effective against Seller unless it is set forth in this Section 10.02(a) have been satisfieda writing executed by Seller. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) (i) The representations and warranties of Buyer made contained in this Agreement Section 5.1 (Organization and Existence), and Section 5.2 (Authority; Authorization of Agreement) shall be true and correctcorrect in all respects, disregarding all qualifiers except for de minimis inaccuracies, on and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date exceptwith the same effect as though made at and as of such date, and (ii) all other representations and warranties of Buyer contained in both casesthis Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or material adverse effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or material adverse effect) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, (i) for changes expressly contemplated by this Agreementthe accuracy of which shall be determined as of that specified date in all respects), or except in the case of clause (ii) where any the failure of such representations and warranties to be so true and correctcorrect does not, and would not reasonably be expected to, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a material adverse effect on Buyer’s ability to consummate the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreement.transactions contemplated hereby; (b) Buyer shall have duly performed and complied in all material respects with all obligations agreements, covenants, and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date.; provided, however, that with respect to agreements, covenants, and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants, and conditions, as so qualified, in all respects; and (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions The Transaction Documents set forth in this Section 10.02(a2.6 (Closing Deliveries of Buyer) shall have been satisfiedexecuted and delivered by Xxxxx. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closing; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment satisfaction (or waiverwaiver by Seller, at without further notice to parties in interest or prior to approval by the Closing, of each Bankruptcy Court) of the following further conditions: (a) The representations and warranties of Buyer Buyers made in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, correct as of the date Closing Date as though made as of this Agreement and (such time, except to the extent such representations and warranties speak as of expressly relate to an earlier date, date (in which case such representations and warranties shall have been be true and correct, disregarding correct in all qualifiers material respects on and exceptions relating to materiality or material adverse effect, as of such earlier date) ). The representations and warranties of Buyers made in this Agreement that are not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects as of the time of the Closing Date as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). Each Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Buyer by the Closing Date. Each Buyer shall have delivered to Seller a certificate dated the Closing Date exceptand signed by the chief financial officer of such Buyer confirming the foregoing. (b) No provision of any applicable statute, rule, regulation, executive order, decree, temporary restraining order, judgment, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity shall be in both caseseffect that prevents the sale and purchase of the Purchased Assets or any of the transactions contemplated by this Agreement. (c) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding, (i) for changes expressly challenging or seeking to restrain, prohibit, alter or materially delay the sale and purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement or seeking to obtain from Seller or any of its subsidiaries in connection with the sale and purchase of the Purchased Assets any material damages. (d) The waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated. (e) The Bankruptcy Court shall have issued the Sale Order on or prior to December 19, 1996, and the Sale Order shall not be subject to any stay. (f) The PBGC shall not have terminated all of the Seller Defined Benefit Plans. (g) The conditions to the effectiveness of the Vitro Agreement shall have been satisfied or waived and assuming the consummation of the transactions contemplated by this Agreement, or (ii) where any failure to the Vitro Agreement shall be true in full force and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any Ancillary Agreementeffect. (bh) Buyer New Anchor shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Seller shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in this Section 10.02(a) have been satisfied. (d) Seller shall have received the following documents: (i) the certificate of incorporation (or equivalent organizational document) for Buyer, certified by adopt and file with the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction Delaware prior to Closing the Certificate of organization dated within ten (10) Incorporation. Not less than seven days prior to the Closing, New Anchor shall furnish to Seller copies of the Closing; and (iii) a certificate Certificate of an officer of Buyer, given by such officer on behalf of Buyer Incorporation and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions copies of the board of directors (or equivalent governing body) of Buyer authorizing the execution By-laws which shall be reasonably satisfactory to Seller and delivery of this Agreement and the transactions contemplated hereby and therebyNew Anchor. (e) Buyer shall have tendered the Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be further subject to the fulfillment or waiver, satisfaction at or prior to the Closing, of each Closing of the following further conditions: , any or all of which may be waived, in whole or in part, by Seller: (a) The representations and warranties of Buyer made Purchaser contained in Article IV of this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating material respects (without giving effect to materiality any “materiality” or “material adverse effect, ” qualifiers set forth therein) at and as of the date Closing Date as if made at and as of this Agreement and such time (except to the extent such representations and warranties speak expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date) as ), except where the failure of the Closing Date as though made on such representations and as of the Closing Date except, in both cases, (i) for changes expressly contemplated by this Agreement, or (ii) where any failure warranties to be true and correct, would not individually or in the aggregate, has not had, and would not reasonably be expected to haveprevent or materially delay, a material adverse effect on the ability performance or consummation of Buyer to perform its obligations under the transactions contemplated by this Agreement or any Ancillary Agreement. ; (b) Buyer Purchaser shall have performed and complied in all material respects with all obligations agreements and covenants required to be performed or complied with by it Purchaser under this Agreement on at or prior to the Closing Date. Closing; (c) Seller shall have received from Purchaser a certificate dated as of the Closing Date from BuyerDate, duly executed by an authorized officer of BuyerPurchaser, to the effect that the conditions set forth in this of Section 10.02(a6.3(a) have been satisfied. and Section 6.3(b) above; (d) Seller Purchaser shall have received the following documents: (i) the certificate of incorporation (delivered or equivalent organizational document) for Buyer, certified by the Secretary of State caused to be delivered to Seller each of the applicable jurisdiction of organization; (iidocuments specified in Section 2.4(c) a certificate of good standing by the Secretary of State of Buyer’s jurisdiction of organization dated within ten (10) days of the Closinghereof; and (iii) a certificate of an officer of Buyer, given by such officer on behalf of Buyer and not in such officer’s individual capacity, certifying as to the bylaws (or equivalent governing document) of Buyer and as to resolutions of the board of directors (or equivalent governing body) of Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and thereby. (e) Buyer The Merger shall have tendered been consummated; and (f) Purchaser shall have paid to Seller the Initial Purchase Price, pursuant to Section 2.08(b)(i), and made, or stand ready at Closing to make, the deliveries contemplated Price in Section 2.08(b)(i) and Section 2.08(b)(iii) and each Ancillary Agreement.immediately available funds. ARTICLE VII