Common use of Conditions to Obligations of Target Clause in Contracts

Conditions to Obligations of Target. The obligation of Target to consummate the Merger shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Law: (a) The representations and warranties of ATC and ATI contained in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date, except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect ") shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each and all of the agreements and covenants to be performed or satisfied by ATC or ATI hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and (iv) ATC and ATI shall have furnished Target with an officer's certificate in the form of Exhibit G hereto evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions; (b) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements; (c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC shall have executed and delivered the Registration Rights Agreement; (e) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX a favorable opinion, dated as of the Closing Date, to the effect that the Merger constitutes a reorganization within the meaning of Section 368 of the Code and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Merger, and, in connection with such opinion, ATC shall have executed and delivered to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; and (f) ATC shall have delivered to Target an agreement substantially in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATC.

Conditions to Obligations of Target. The obligation obligations of Target to consummate the Merger and the other transactions contemplated hereby shall be subject to the satisfaction satisfaction, at or prior to the Closing Date, of the following conditions, conditions (any or all of which may be waived, in whole or in part, waived by Target to the extent permitted by Applicable Law:Target): (a) Each of the agreements of Acquirer and Subsidiary to be performed at or prior to the Closing Date pursuant to the terms hereof shall have been duly performed, in all material respects, and Acquirer and Subsidiary shall have performed, in all material respects, all of the acts required to be performed by them at or prior to the Closing Date by the terms hereof. (b) The representations and warranties of ATC and ATI contained Acquirer set forth in this Agreement (other than in Section 5.5) Plan of Merger that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects at respects, as of the date of this Plan of Merger and as of the Closing Date with the same force and effect as though made on at and as of such datetime, except (x) to the extent such representations and warranties expressly speak as of relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect ") shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, and those that any untruth are not so qualified shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio true and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each and all of the agreements and covenants to be performed or satisfied by ATC or ATI hereunder at or prior to the Closing Date shall have been duly performed or satisfied correct in all material respects; and (iv) ATC and ATI , as of such earlier date). Target shall have been furnished Target with an officer's certificate in the form a certificate, executed by duly authorized officers of Exhibit G hereto evidencing the truth of such representationsAcquirer and Subsidiary, warranties, covenants and agreements and the performance of such agreements or conditions; (b) Between the date of this Agreement and dated the Closing Date, there shall not have occurred and be continuing any material adverse change certifying in ATC from that reflected in such detail as Target may reasonably request as to the most recent ATC Financial Statements;fulfillment of the foregoing conditions. (c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC shall have executed and delivered the Registration Rights Agreement; (e) Target shall have received an opinion from its tax counselJones, WeilWalker, Gotshal Waechter, Poitevent, Carrere & Mangxx XXX a favorable opinionDenexxx, dated as of the Closing Date, to the effect that the Merger constitutes a reorganization within the meaning of Section 368 of the Code and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Merger, andX.L.P, in connection with such opinion, ATC shall have executed customary form and delivered reasonably satisfactory to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; and (f) ATC shall have delivered to Target an agreement substantially in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATCTarget.

Conditions to Obligations of Target. The obligation obligations of Target TARGET to perform this Agreement and consummate the Merger shall be and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, any or all unless waived by TARGET pursuant to Section 12.6(b) of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Lawthis Agreement: (a) The representations and warranties of ATC and ATI contained PURCHASER set forth or referred to in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Effective Time with the same force and effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (xi) to the extent such as expressly contemplated by this Agreement, or (ii) for representations and warranties expressly speak as of an earlier date (in which case such other than the representations and warranties set forth in Section 5.3 of this Agreement, which shall be true and correct as in all respects) the inaccuracies of such earlier date) and (y) which relate to the extent matters that the failure of such representations and warranties are not reasonably likely to be true and correcthave, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause PURCHASER. (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect "b) shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each Each and all of the agreements and covenants of PURCHASER to be performed or satisfied by ATC or ATI hereunder at or and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Closing Date Effective Time shall have been duly performed or satisfied and complied with in all material respects; and (iv) ATC and ATI shall have furnished Target with an officer's certificate in the form of Exhibit G hereto evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions; (b) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements;. (c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC PURCHASER shall have executed and delivered the Registration Rights Agreement; to TARGET (ei) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX a favorable opinioncertificate, dated as of the Closing DateEffective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the Merger constitutes a reorganization within conditions of its obligations set forth in Section 9.3(a) and 9.3(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by PURCHASER's Board of Directors evidencing the meaning taking of Section 368 all corporate action necessary to authorize the execution, delivery and performance of the Code this Agreement, and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Mergertransactions contemplated hereby, andall in such reasonable detail as TARGET and its counsel shall reasonably request. (d) no proceeding or lawsuit shall have been commenced by any Person for the purpose of obtaining any injunction, in connection with such opinion, ATC writ or preliminary restraining order to the effect that the Merger may not be consummated as provided herein. (e) PURCHASER shall have executed and delivered a counterpart signature page to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; andRegistration Rights Agreement. (f) ATC PURCHASER shall have delivered to Target TARGET an agreement opinion of Rogexx & Xardxx XXX, counsel to PURCHASER, dated as of the Closing, in substantially in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATC6 hereto.

Conditions to Obligations of Target. The obligation of Target to ----------------------------------- consummate the Merger shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Law: (a) The representations and warranties of ATC and ATI contained in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date, except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect ") shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each and all of the agreements and covenants to be performed or satisfied by ATC or ATI hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and (iv) ATC and ATI shall have furnished Target with an officer's certificate in the form of Exhibit G hereto evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions; (b) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements; (c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC shall have executed and delivered the Registration Rights Agreement; (e) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX Xxxxxx LLP a favorable opinion, dated as of the Closing Date, to the effect that the Merger constitutes a reorganization within the meaning of Section 368 of the Code and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Merger, and, in connection with such opinion, ATC shall have executed and delivered to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; and (f) ATC shall have delivered to Target an agreement substantially in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATC.

Conditions to Obligations of Target. The obligation obligations of Target TARGET to perform this Agreement and consummate the Merger shall be and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, any or all unless waived by TARGET pursuant to Section 12.6(b) of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Lawthis Agreement: (a) The representations and warranties of ATC and ATI contained PURCHASER set forth or referred to in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Effective Time with the same force and effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (xi) to the extent such as expressly contemplated by this Agreement, or (ii) for representations and warranties expressly speak as of an earlier date (in which case such other than the representations and warranties set forth in Section 5.3 of this Agreement, which shall be true and correct as in all respects) the inaccuracies of such earlier date) and (y) which relate to the extent matters that the failure of such representations and warranties are not reasonably likely to be true and correcthave, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause PURCHASER. (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect "b) shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each Each and all of the agreements and covenants of PURCHASER to be performed or satisfied by ATC or ATI hereunder at or and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Closing Date Effective Time shall have been duly performed or satisfied and complied with in all material respects; and (iv) ATC and ATI shall have furnished Target with an officer's certificate in the form of Exhibit G hereto evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions; (b) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements;. (c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC PURCHASER shall have executed and delivered the Registration Rights Agreement; to TARGET (ei) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX a favorable opinioncertificate, dated as of the Closing DateEffective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the Merger constitutes a reorganization within conditions of its obligations set forth in Section 9.3(a) and 9.3(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by PURCHASER's Board of Directors evidencing the meaning taking of Section 368 all corporate action necessary to authorize the execution, delivery and performance of the Code this Agreement, and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Mergertransactions contemplated hereby, andall in such reasonable detail as TARGET and its counsel shall reasonably request. (d) no proceeding or lawsuit shall have been commenced by any Person for the purpose of obtaining any injunction, in connection with such opinion, ATC writ or preliminary restraining order to the effect that the Merger may not be consummated as provided herein. (e) PURCHASER shall have executed and delivered a counterpart signature page to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; andRegistration Rights Agreement. (f) ATC PURCHASER shall have delivered amended its Bylaws and taken all necessary corporate action to Target an agreement substantially in the form cause its Board of Exhibit E attached hereto and made a part hereof Directors to expand so as to consist of five (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATC.5)

Conditions to Obligations of Target. The obligation obligations of Target TARGET to perform this Agreement and consummate the Merger shall be and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, any or all unless waived by TARGET pursuant to Section 11.6(b) of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Lawthis Agreement: (a) The representations and warranties of ATC and ATI contained PURCHASER set forth or referred to in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Effective Time with the same force and effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (xi) to the extent such as expressly contemplated by this Agreement, or (ii) for representations and warranties expressly speak as of an earlier date (in which case such other than the representations and warranties set forth in Section 5.3 of this Agreement, which shall be true and correct as in all respects) the inaccuracies of such earlier date) and (y) which relate to the extent matters that the failure of such representations and warranties are not reasonably likely to be true and correcthave, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause PURCHASER. (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect "b) shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each Each and all of the agreements and covenants of PURCHASER to be performed or satisfied by ATC or ATI hereunder at or and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Closing Date Effective Time shall have been duly performed or satisfied and complied with in all material respects; and (iv) ATC and ATI shall have furnished Target with an officer's certificate in the form of Exhibit G hereto evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditions; (b) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements;. (c) As of the Closing Date, no Legal Action shall be pending before any Authority which, individually or in the aggregate, will have a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC PURCHASER shall have executed and delivered the Registration Rights Agreement; to TARGET (ei) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX a favorable opinioncertificate, dated as of the Closing DateEffective Time and signed on its behalf by its chief executive officer and its chief financial officer, to the effect that the conditions of its obligations set forth in Section 9.3(a) and 9.3(b) of this Agreement have been satisfied in all material respects, and (ii) certified copies of resolutions duly adopted by PURCHASER's Board of Directors evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in such reasonable detail as TARGET and its counsel shall reasonably request. (d) PURCHASER shall have delivered to TARGET an opinion of Xxxxxx & Xxxxxx LLP, counsel to PURCHASER, dated as of the Closing, in substantially the form of Exhibit 4 hereto. (e) TARGET shall have received from Xxxxxx & Xxxxxx LLP, counsel to PURCHASER, a favorable opinion, dated on or about the Closing Date, based upon certain representations of PURCHASER and certain assumptions, to the effect that (i) the Merger constitutes will be treated for Federal income tax purposes as a reorganization qualifying under the provisions of Section 368 of the Internal Revenue Code, (ii) each of PURCHASER, MERGER SUB and TARGET will be a party to the reorganization within the meaning of Section 368 368(b) of the Code Internal Revenue Code, and that, as a consequence, (iii) the Target stockholders exchange in the Merger of TARGET Common Stock for PURCHASER Common Stock will not recognize give rise to gain or loss for federal income tax purposes as a result of consummation of to the Merger, TARGET shareholders with respect to such exchange (except to the extent of the cashany cash received), property (other than the ATC Common Stock) which opinion shall not have been withdrawn or other nonstock Merger Consideration received pursuant to the consummation of the Merger, and, modified in connection with such opinion, ATC shall have executed and delivered to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; andany material respect. (f) ATC shall have delivered to Target an agreement substantially in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto No proceeding or lawsuit shall have been elected a director commenced by any Person for the purpose of ATCobtaining any injunction, writ or preliminary restraining order to the effect that the Merger may not be consummated as provided herein.

Conditions to Obligations of Target. The obligation obligations of Target TARGET to perform this Agreement and consummate the Merger shall be and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, any or all unless waived by TARGET pursuant to Section 13.6(b) of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Lawthis Agreement: (a) The representations and warranties of ATC and ATI contained PURCHASER set forth or referred to in this Agreement (other than in Section 5.5) shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Effective Time with the same force and effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (xi) to the extent such as expressly contemplated by this Agreement; or (ii) for representations and warranties expressly speak as of an earlier date (in which case such other than the representations and warranties set forth in Section 5.3 of this Agreement, which shall be true and correct as in all respects) the inaccuracies of such earlier date) and (y) which relate to the extent matters that the failure of such representations and warranties are not reasonably likely to be true and correcthave, individually or in the aggregate, will not have a Material Adverse Effect on ATC; provided, however, that for the purpose of this clause PURCHASER. (y), representations and warranties that are qualified as to materiality (including by -38- 43 reference to "Material Adverse Effect "b) shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each Each and all of the agreements and covenants of PURCHASER to be performed or satisfied by ATC or ATI hereunder at or and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Closing Date Effective Time shall have been duly performed or satisfied and complied with in all material respects; and . (ivc) ATC and ATI No proceeding or lawsuit shall have furnished Target with an officer's certificate in been commenced by any Person for the form purpose of Exhibit G hereto evidencing obtaining any injunction, writ or preliminary restraining order to the truth of such representations, warranties, covenants and agreements and effect that the performance of such agreements or conditions;Merger may not be consummated as provided herein. (bd) Between Since the date of this Agreement and the Closing DateAgreement, there shall not have occurred and be continuing any material adverse been no event, change in ATC from that reflected in the most recent ATC Financial Statements; (c) As of the Closing Date, no Legal Action shall be pending before any Authority whichor occurrence, individually or in the aggregate, will have with respect to PURCHASER having, or which could reasonable be expected to have, a Material Adverse Effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse Effect; (d) ATC shall have executed and delivered the Registration Rights Agreement;PURCHASER. (e) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX a favorable opinion, dated as of the Closing Date, to the effect that the Merger constitutes a reorganization within the meaning of Section 368 of the Code and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Merger, and, in connection with such opinion, ATC shall have executed and delivered to Target and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereof; and (f) ATC PURCHASER shall have delivered to Target an agreement substantially TARGET each of the documents, agreements, certificates and other instruments set forth in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATCSection 10.2 hereof.

Conditions to Obligations of Target. The obligation of Target to consummate the Merger Purchase shall be subject to the satisfaction of the following conditions, any or all of which may be waived, in whole or in part, by Target to the extent permitted by Applicable Law: (a1) 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 Target and its counsel, and Target 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; (2) ATLP shall have furnished Target, with favorable opinions, dated the Closing Date, of Xxxxxxxx & Worcester LLP, counsel for ATLP, substantially in the form attached hereto as Exhibit G and made a part hereof, and with respect to such other matters arising after the date of this Agreement as Target or its counsel may reasonably request; and (i) The representations and warranties of ATC and ATI ATLP contained in this Agreement (other than or otherwise made in Section 5.5) writing by it or on its behalf pursuant hereto or otherwise made in connection with the Purchase shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made on and as of such date, except (x) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) and (y) to the extent that the failure of such representations and warranties to be true and correct, individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect material adverse effect on ATCATC or ATLP; provided, however, that for the purpose of this clause (y), ) representations and warranties that are qualified as to the materiality (including by -38- 43 reference to "Material Adverse Effect material adverse effect") shall not be deemed to be so qualified; (ii) the representations and warranties of ATC set forth in Section 5.5 of this Agreement shall be true and correct; provided, however, that any untruth shall be disregarded for purposes of this Section 7.3(c) if, by mutually agreed upon adjustment of the Exchange Ratio and the Merger Consideration at Closing, the untruth is rendered harmless and such adjustment either does not require the approval of the ATC or ATI stockholders, or such approval has been obtained, in accordance with the DCL; (iii) each and all of the agreements and covenants to be performed or satisfied by ATC or ATI ATLP hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects; and (iviii) ATC and ATI ATLP shall have furnished Target with an officer's certificate in the form of Exhibit G hereto such certificates and other documents evidencing the truth of such representations, warranties, covenants and agreements and the performance of such agreements or conditionsconditions as Target or its counsel shall have reasonably requested; (b4) Between the date of this Agreement and the Closing Date, there shall not have occurred and be continuing any material adverse change in ATC from that reflected in the most recent ATC Financial Statements; (c5) As of the Closing Date, no Legal Action shall be pending before any Authority whichwhich could, individually or in the aggregate, will in the reasonable business judgment of Target based upon the advice of counsel, reasonably be expected to have a Material Adverse Effect material adverse effect on ATC, it being understood and agreed that a written request by any Authority for information with respect to the Merger, which information could be used in connection with such Legal Action, shall not be deemed to be a Legal Action pending before any such Authority and no Legal Action by any Target stockholder in respect of the transactions contemplated herein will be deemed to create a Material Adverse EffectATLP; (d6) ATC shall ATLP shall, if it has not waived the condition set forth in Section 8.2(g), have executed and delivered the Registration Rights Non-Assignable Contracts Agreement; (e7) Target shall have received from its tax counsel, Weil, Gotshal & Mangxx XXX a favorable opinion, dated as of the Closing Date, to the effect that the Merger constitutes a reorganization within the meaning of Section 368 of the Code and that, as a consequence, the Target stockholders will not recognize gain or loss for federal income tax purposes as a result of consummation of the Merger, except to the extent of the cash, property (other than the ATC Common Stock) or other nonstock Merger Consideration received pursuant to the consummation of the Merger, and, in connection with such opinion, ATC ATLP shall have executed and delivered to Sygnet the Master Lease, including schedules thereto relating to each of the towers forming part of the Target Assets, and such counsel a certificate substantially in the form attached hereto as Exhibit D and made a part hereofBuild-to-Suit Agreement; and (f) ATC 8) no more than 20 Defective Sites shall have delivered to Target an agreement substantially in the form of Exhibit E attached hereto and made a part hereof (the "ATC Voting Agreement") executed by the Persons named therein and any individual nominated pursuant thereto shall have been elected a director of ATCbe Rejected Sites.