Common use of Conditions to Obligations of Sellers and the Company Clause in Contracts

Conditions to Obligations of Sellers and the Company. The obligations of Sellers and the Company to consummate the Transactions shall be subject to the fulfillment or Sellers' (or the Representative's) waiver, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of each of CPS and Buyer contained in Article V that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (in each case, except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date); (b) Each of CPS and Buyer shall have duly performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by CPS or Buyer prior to or on the Closing Date; (c) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of CPS and 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”); (d) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.04(a); (e) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (f) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of CPS certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS authorized to sign this Agreement and the other Transaction Documents.

Conditions to Obligations of Sellers and the Company. The respective obligations of Sellers and the Company to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the fulfillment or Sellers' (or the Representative's) waiver, at or prior to the Closing, of each of the following conditions:conditions (any of which may be waived by Lancewood, which waiver shall be binding on all Sellers and the Company): (a) The Buyer's representations and warranties of each of CPS and Buyer contained in Article V that are qualified as to “materiality” or “Material Adverse Effect” this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall be true and correct in all material respects had been made as of the Closing Date with the same effect as though made at and as of such date (in each case, except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date); (b) Each of CPS and Date; Buyer shall have duly performed and complied in all material respects with all covenants agreements required by this Agreement to be performed or complied with by CPS Buyer at or Buyer prior to or on the Closing Date; and Sellers and the Company shall have received a certificate, dated as of the Closing Date, signed by the General Partner of Buyer (on behalf of Buyer) to the foregoing effects; (b) No action or proceeding shall have been 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; (c) Buyer shall have executed and delivered the Registration Rights Agreement; (d) Buyer shall have delivered to Sellers the consideration for the Interests in accordance with Section 1.3 hereof; (e) All necessary action (partnership or otherwise) shall have been taken by Buyer to authorize, approve and adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and Sellers shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of each of CPS and BuyerDate, that each of the conditions set forth in Section 7.03(aGeneral Partner of Buyer (on behalf of Buyer) and Section 7.03(b) have been satisfied (to the “Buyer Closing Certificate”)foregoing effect; (df) prior If applicable, the waiting period under the HSR Act applicable to or at the Closing, Buyer transactions contemplated hereby shall have taken the actions, and delivered the items, contemplated by Section 2.04(a); (e) Sellers shall have received a certificate of the Secretary expired or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documentsbeen terminated; and (fg) Buyer shall have delivered to Sellers such good standing certificates, officers' certificates and similar documents and certificates as counsel for Sellers shall have received a certificate reasonably requested prior to the Closing Date. The decision of Sellers and the Company to consummate the transaction contemplated by this Agreement without the satisfaction of any of the Secretary preceding conditions shall not constitute a waiver of any of Buyer's representations, warranties, covenants or an Assistant Secretary (or equivalent officer) of CPS certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS authorized to sign this Agreement and the other Transaction Documentsindemnities herein.

Conditions to Obligations of Sellers and the Company. The obligations of Sellers and the Company to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the fulfillment or Sellers' (or the Representative's) waiver, at on or prior to the ClosingClosing Date (and, if fulfilled prior to the Closing Date, that condition must remain fulfilled on the Closing Date) of each of the following conditions: (a) The As of the Closing Date, each of the representations and warranties of each of CPS and Buyer contained in Article V this Agreement is true and correct in all material respects (other than those representations and warranties of Buyer (x) that are qualified as to “materiality” materiality or “Material Adverse Effect” shall (y) set forth in Section 6.2 (Power and Authority), which will be true and correct in all respects respects), except: (i) as affected by transactions specifically permitted by this Agreement, and (ii) to the extent that any such representation or warranty is made as of the Closing Date with the same effect as though made at and as of a specified date, in which case such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall be representation or warranty will have been true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (in each case, except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date);. (b) Each of CPS and Buyer shall have duly has performed and complied complied, in all material respects respects, with all covenants and agreements required by this Agreement to be performed or complied with by CPS it on or Buyer prior to or on the Closing Date;. (c) Sellers shall and the Company have received a certificate, dated the Closing Date and signed certificate executed by a duly authorized officer of each of CPS and BuyerBuyer dated the Closing Date, certifying that each of the conditions set forth in Section 7.03(a9.1(a) and Section 7.03(b9.1(b) have been satisfied (the “Buyer Closing Certificate”);satisfied. (d) prior On the Closing Date, no Proceeding (excluding any Proceeding initiated by any Seller or the Company or any of their Affiliates) is pending or threatened seeking to restrain, prohibit, or at obtain damages or other relief in connection with this Agreement or the Closing, Buyer shall have taken consummation of the actions, and delivered the items, transactions contemplated by Section 2.04(a);this Agreement. (e) Sellers shall have received a certificate No order, writ, injunction or decree of the Secretary any court or an Assistant Secretary (or equivalent officer) any Governmental Entity of Buyer certifying (A) that attached thereto are true competent jurisdiction has been entered and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactionsremains in effect, and no statute, rule, regulation or other requirement has been promulgated or enacted and is in effect that all such resolutions are in full force and effect and are all on a temporary or permanent basis restrains, enjoins or invalidates the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign transactions contemplated by this Agreement and the other Transaction Documents; andAgreement. (f) Sellers shall and the Company have received a certificate of the Secretary from Buyer or an Assistant Secretary (or equivalent officer) of CPS certifying (A) any other party all other agreements, instruments, documents and payments that attached thereto are true and complete copies of all resolutions adopted required by the board of directors of CPS authorizing the execution, delivery and performance terms of this Agreement and to be executed or delivered to Sellers or the other Transaction Documents and the consummation of the TransactionsCompany, and that all such resolutions are in full force and effect and are all the resolutions adopted prior to or in connection with the Transactions Closing, including those described in Section 2.2(b). (g) The consummation of the transactions contemplated under the terms of this Agreement is not prevented from occurring by (and (Bthe required waiting period, if any, has expired or terminated under) the names HSR Act and signatures the rules and regulations of the officers of CPS authorized to sign this Agreement Federal Trade Commission and the other Transaction DocumentsDepartment of Justice. (h) Sellers have obtained the agreement of the lender or lenders under the Credit Facilities to release, upon the funding of the Adjusted Purchase Price, its Lien on the Interests, the Treating Assets and the Assigned Assets and the Company’s guaranty under the Credit Facilities.

Conditions to Obligations of Sellers and the Company. The Each and every obligation of Sellers and the Company under this Agreement, except for the obligations of Sellers and the Company to consummate be fulfilled prior to the Transactions shall be Closing and obligations that survive termination of this Agreement, is subject to the fulfillment or Sellers' satisfaction (or the Representative's) waiveror, where legally permissible, waiver by Sellers in writing), at or prior to the Closing, of each of the following conditions: (a) The Each of the representations and warranties of each of CPS and Buyer contained in Article V (other than the Buyer Fundamental Representations) that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall does not contain an express materiality qualification must be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date the Closing (in each case, except those representations and warranties that address matters only as of a specified date, which shall must be true and correct in all material respects as of that specified date);. Each of the representations and warranties of Buyer contained in Article V (other than the Buyer Fundamental Representations) that does contain an express materiality qualification must be true and correct in all respects as of the Closing with the same effect as though made at and as of the Closing (except those representations and warranties that address matters only as of a specified date, which must be true and correct in all respects as of that specified date). Each of the Buyer Fundamental Representations must be true and correct in all respects as of the Closing with the same effect as though made at and as of the Closing (except those representations and warranties that address matters only as of a specified date, which must be true and correct in all respects as of that specified date). (b) Each of CPS and A Buyer shall Material Adverse Effect must not have duly occurred since the Execution Date. (c) Buyer must have performed and complied in all material respects with all of the covenants and obligations that Buyer is required by to perform or to comply with pursuant to this Agreement to be performed at or complied with by CPS or Buyer prior to or on the Closing Date;Closing. (cd) Sellers shall Buyer must have received delivered to the Sellers’ Representative a certificate, in form and substance reasonably satisfactory to the Sellers’ Representative, dated as of the Closing Date and signed by a duly authorized officer of each of CPS and Buyer, that each confirming satisfaction of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied Sections 8.3(a), (the “Buyer Closing Certificate”b); (d) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.04(a(c);. (e) Sellers shall Buyer must have received a certificate of delivered, or caused to be delivered, the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Closing Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection accordance with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; andSection 2.5(b). (f) Sellers shall must have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of CPS certifying (A) that attached thereto are true and complete copies of all resolutions adopted Escrow Agreement, duly executed by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS authorized to sign this Agreement and the other Transaction DocumentsEscrow Agent.

Conditions to Obligations of Sellers and the Company. The obligations of Sellers (including the Sellers’ Representative) and the Company to consummate the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment or the waiver of Sellers' (or the ’ Representative's) waiver, at or prior to the Closing, of each of the following conditions: (a) The Other than the representations and warranties of each of CPS and Buyer contained in Article V that are qualified as to “materiality” Section 4.01 and Section 4.03, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or “Material Adverse Effect” other writing delivered pursuant hereto shall be true and correct in all respects as (in the case of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall be true and correct 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 hereof and on and as of the Closing Date with the same effect as though made at and as of such date (in each case, 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). The representations and warranties of Buyer contained in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of that specified the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date);. (b) Each of CPS and Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement Agreement, and each of the Ancillary Documents to be performed or complied with by CPS or Buyer it, 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) The Ancillary Documents to which Buyer is a party shall have been executed by Buyer delivered to Sellers’ Representative and the Company. (e) Buyer shall have delivered to Sellers cash in an amount equal to each Seller’s pro rata portion (based on each Seller’s respective ownership percentage of the Company set forth in Section 3.02 of the Disclosure Schedules) of the Cash Payment by wire transfer of immediately available funds, to an account or accounts designated by Sellers’ Representative in a written notice to Buyer and the stock certificates that represent the Initial Shares. (f) Buyer shall have delivered to the Escrow Agent the Escrow Certificates in the Escrow Amount. (g) Sellers’ Representative and the Company shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of CPS and 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”);satisfied. (dh) prior to or at Sellers’ Representative and the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.04(a); (e) Sellers Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Ancillary Documents and the consummation of the Transactionstransactions 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 transactions contemplated hereby and thereby. (Bi) the names and signatures of the officers of Buyer authorized to sign this Agreement Sellers’ Representative and the other Transaction Documents; and (f) Sellers Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of CPS Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS Buyer authorized to sign this Agreement Agreement, the Ancillary Documents and the other Transaction Documentsdocuments to be delivered hereunder and thereunder. (j) Buyer shall have delivered to the Sellers’ Representative the Seller Retention Bonus Agreements, Employee Retention Bonus Agreements, and Retention Bonus Stock Certificates duly executed by Buyer. (k) Buyer shall have delivered to the Sellers’ Representative Consulting Agreements duly executed by Buyer. (l) Buyer shall have delivered to Sellers’ Representative and the Company such other documents or instruments as Sellers’ Representative or the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Sellers and the Company. The obligations of Sellers and the Company to consummate the Transactions Transaction shall be subject to the fulfillment or Sellers' (’ or the Representative's) Company’s waiver, at or prior to the Closing, of each of the following conditions: (a) The Except for representations and warranties that by their terms speak only as of a specified date, the representations and warranties of each of CPS and Buyer contained in Article V that are qualified as to “materiality” IV of this Agreement and any certificate or “Material Adverse Effect” other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect as so qualified, in all respects) 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 hereof and on and as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date or time (in each case, except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of such specified date or time in all respects); provided, however, that if the representations and warranties made by Buyer were not true and correct in all respects on and as of the date hereof, Buyer still will be deemed to have satisfied the condition in this Section 6.3(a) as long as Buyer cures all inaccuracies existing as of the date hereof such that specified date);all such representations and warranties are true and correct in all respects as of the Closing. (b) Each of CPS and Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by CPS or Buyer it prior to or on the Closing Date;. (c) Sellers The Transaction Documents (other than this Agreement) shall have received a certificate, dated been executed and delivered by the Closing Date parties thereto and signed by a duly authorized officer of each of CPS true and Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) complete copies thereof shall have been satisfied (the “Buyer Closing Certificate”);delivered to Sellers. (d) prior to or at The execution and delivery of the Closing, Buyer shall have taken Real Estate Purchase Agreement and the actions, and delivered closing of the items, transactions contemplated by Section 2.04(a);therein. (e) Sellers shall have received a certificate The execution and delivery of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Distribution Purchase Agreement and the other Transaction Documents and the consummation closing of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (f) Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of CPS certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS authorized to sign this Agreement and the other Transaction Documentstransactions contemplated therein.

Conditions to Obligations of Sellers and the Company. The All obligations of Sellers and the Company to consummate at the Transactions shall be subject Closing are subject, at the option of Sellers and the Company, to the fulfillment or Sellers' (or of each of the Representative's) waiver, following conditions at or prior to the Closing, of and Purchaser shall exert its best efforts to cause each of the following conditionssuch condition to be so fulfilled: (ai) The All representations and warranties of each of CPS and Buyer Purchaser contained herein or in Article V that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V any document delivered pursuant hereto shall be true and correct in all material respects as of the Closing Date with the same effect as though when made and shall be deemed to have been made again at and as of such the date (in each caseof the Closing, except those representations and warranties that address matters only as of a specified date, which shall then be true and correct as of that specified date); (b) Each of CPS and Buyer shall have duly performed and complied in all material respects with all covenants respects. (ii) All obligations required by the terms of this Agreement to be performed by Purchaser at or complied with by CPS or Buyer prior to or on before the Closing Date;shall have been duly and properly performed in all material respects. (ciii) There shall be delivered to the Company a certificate executed by the President and Secretary of Purchaser, dated the date of the Closing, certifying the conditions set forth in paragraphs (i) and (ii) of this Section 15(c) have been fulfilled. (iv) Sellers shall have received a certificatean opinion of Purchaser's counsel, dated the Closing Date and signed by a duly authorized officer date of each of CPS and 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”); (d) prior to or at the Closing, Buyer substantially in accordance with Schedule 5(a)(iv) annexed hereto. (v) All documents required to be delivered to the Company at or prior to the Closing shall have taken the actions, and delivered the items, contemplated by Section 2.04(a);been so delivered. (evi) Sellers Purchaser and the Company shall have received a certificate obtained the necessary approvals under the HSR Act and any other necessary Governmental Approvals. (vii) All filings required pursuant to the HSR Act prior to the expiration of or earlier termination of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by waiting period under the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and (f) Sellers HSR Act shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of CPS certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS authorized to sign this Agreement and the other Transaction Documentsoccurred.

Conditions to Obligations of Sellers and the Company. The obligations of Sellers and the Company to consummate the Transactions transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers' (or the Representative's) waiver, at on or prior to the Closing, Closing Date of each of the following conditions: (a) The Each of the representations and warranties of each of CPS and Buyer contained in Article V that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V VI shall be true and correct in all material respects as of the Closing Date with the same effect as though made at and as of such date (in each case, except other than those representations and warranties of Buyer that address matters only are qualified as of a specified dateto materiality, which shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date, except (i) as affected by transactions contemplated or permitted by this Agreement and (ii) to the extent that any such representation or warranty is made as of a specified date);, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. (b) Each of CPS and Buyer shall have duly performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by CPS it on or Buyer prior to or on the Closing Date;. (c) Sellers and the Company shall have received a certificate, dated the Closing Date and signed certificate executed by a duly authorized officer of each of CPS Buyer dated the Closing Date, representing and Buyer, certifying that each of the conditions set forth in Section 7.03(a10.1(a) and Section 7.03(b(b) have been satisfied (the “Buyer Closing Certificate”);satisfied. (d) prior No Proceeding (excluding any Proceeding initiated by any Seller or the Company or any of their Affiliates) shall, on the Closing Date, be pending or threatened seeking to restrain, prohibit, or at obtain damages or other relief in connection with this Agreement or the Closing, Buyer shall have taken consummation of the actions, and delivered the items, transactions contemplated by Section 2.04(a);hereby. (e) Sellers No order, writ, injunction or decree shall have received a certificate been entered and be in effect by any court or any Governmental Entity of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactionscompetent jurisdiction, and no statute, rule, regulation or other requirement shall have been promulgated or enacted and be in effect, that all such resolutions are in full force and effect and are all on a temporary or permanent basis restrains, enjoins or invalidates the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; andtransactions contemplated hereby. (f) Sellers and the Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of CPS certifying (A) that attached thereto all other agreements, instruments and documents which are true and complete copies of all resolutions adopted required by the board of directors of CPS authorizing the execution, delivery and performance other terms of this Agreement and to be executed or delivered by Buyer or any other party to Sellers or the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted Company prior to or in connection with the Transactions Closing. (g) The consummation of the transactions contemplated under the terms of this Agreement is not prevented from occurring by (and (Bthe required waiting period, if any, has expired under) the names HSR Act and signatures the rules and regulations of the officers of CPS authorized to sign this Agreement Federal Trade Commission and the other Transaction DocumentsDepartment of Justice. (h) Sellers’ Representative, Buyer, Devon and the Escrow Agent shall have executed and delivered the Escrow Agreement.

Conditions to Obligations of Sellers and the Company. The respective obligations of Sellers and the Company to consummate the Transactions shall be transactions contemplated by this Agreement are subject to the fulfillment or Sellers' (or the Representative's) waiver, at or prior to the Closing, of each of the following conditions: (a) The Buyer's and Sub's representations and warranties of each of CPS and Buyer contained in Article V that are this Agreement not qualified as to “materiality” or “Material Adverse Effect” by materiality shall be true and correct in all material respects and the representations and warranties of such parties contained in this Agreement containing qualifications as to materiality shall be true and correct, in both cases, at and as of the Closing Date with the same effect as though made at and as of such date and each of the other representations and warranties of each of CPS and Buyer contained in Article V shall be true and correct in all material respects had been made as of the Closing Date with the same effect as though made at Date; Buyer and as of such date (in each case, except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date); (b) Each of CPS and Buyer Sub shall have duly performed and complied in all material respects with all covenants agreements required by this Agreement to be performed or complied with by CPS Buyer and Sub at or Buyer prior to or on the Closing Date; and Sellers and the Company shall have received a certificate, dated as of the Closing Date, signed by the President, the Chief Financial Officer or any Vice President of Buyer and Sub to the foregoing effects; (b) No action or proceeding shall have been 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; (c) Sellers shall have received a certificatean opinion of Greenberg Traurig, P.A., counsel to Buyer and Sub, dated the Closing Date and signed by a duly authorized officer of each of CPS and Buyer, that each as of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (Cloxxxx Xxxx, xx x xorm reasonably acceptable to Sellers, with respect to the “Buyer Closing Certificate”)matters listed on EXHIBIT C; (d) prior to or at the Closing, Buyer shall have taken delivered to Sellers the actions, Merger Consideration for the Company Shares in accordance with Article II hereof and delivered the items, contemplated by Section 2.04(a)Letter Agreement; (e) Buyer shall have executed and delivered the Registration Rights Agreement; (f) All necessary action (corporate or otherwise) shall have been taken by Buyer and Sub to authorize, approve and adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and Sellers shall have received a certificate certificate, dated as of the Secretary Closing Date, signed by the President, the Chief Financial Officer or an Assistant Secretary (or equivalent officer) any Vice President of Buyer certifying and Sub to the foregoing effect; (Ag) that attached thereto are true All consents and complete copies of all resolutions adopted by the board of directors of Buyer authorizing approvals (if any) required in connection with the execution, delivery and performance of this Agreement shall have been obtained and, if applicable, the STB shall have approved the transactions contemplated hereby; (h) The transactions contemplated by the Stock Purchase Agreement shall have been consummated; (i) Buyer and Sub shall have delivered to Sellers such good standing certificates, officers' certificates and similar documents and certificates as counsel for Sellers shall have reasonably requested prior to the other Transaction Documents Closing Date; (j) Buyer and Sub shall have executed and delivered the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of Buyer authorized to sign this Indemnification Agreement and the other Transaction DocumentsEscrow Agreement; (k) The Sellers shall have received an opinion from Fish & Richardson P.C., counsel to the Sellers, dated as of the Closing Date, xx xxx xxfect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Company will not recognize any gain or loss for federal income tax purposes as a result of the Merger. In rendering that opinion, Fish & Richardson P.C. shall be entitled to rely upon customary representatioxx xxxxxxxbly requested by it and made by Buyer, Sub, the Company and the Sellers; and (fl) Sellers shall have received a certificate The fair market value of the Secretary or an Assistant Secretary Stock Consideration, determined as of the Closing Date, shall be equal to at least forty percent (or equivalent officer40%) of CPS certifying the sum of (Ai) that attached thereto are true such fair market value of the Stock Consideration, (ii) the Cash Consideration and complete copies (iii) the Escrow Amount. The decision of all resolutions adopted the Sellers to consummate the transactions contemplated by the board of directors of CPS authorizing the execution, delivery and performance of this Agreement and without the other Transaction Documents and the consummation satisfaction of any of the Transactionspreceding conditions shall not constitute a waiver of any of Buyer's and/or the Sub's representations, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (B) the names and signatures of the officers of CPS authorized to sign this Agreement and the other Transaction Documentswarranties, covenants or indemnities herein.