Common use of Conditions to Obligations of the Buyer Parties Clause in Contracts

Conditions to Obligations of the Buyer Parties. The obligation of the Buyer Parties to effect the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) the Seller Parties 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 the Seller Parties on or prior to the Closing Date and the representations and warranties of the Seller Parties which are set forth in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse Effect) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date except where failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; (b) the Buyer shall have received a certificate from the chief executive officer of Insilco, dated as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfied; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; (f) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Parties.

Conditions to Obligations of the Buyer Parties. The obligation of the Buyer Parties to effect the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: : (a) the Seller Parties 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 the Seller Parties on or prior to the Closing Date and the representations and warranties of the Seller Parties which are set forth in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse Effect) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date except where failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; ; (b) the Buyer shall have received a certificate from the chief executive officer of Insilco, dated as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfied; ; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); ; (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; ; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; ; (f) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Parties.

Conditions to Obligations of the Buyer Parties. The obligation obligations of the Buyer Parties to effect consummate the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements transactions contemplated by this Agreement shall be subject to the fulfillment fulfillment, at or prior to the Closing Date Closing, of each of the following additional conditions: , any of which may be waived in writing by the Buyer in its sole discretion: (a) the The Seller Parties 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 the Seller Parties on or prior to the Closing Date Fundamental Representations and the representations and warranties of the Seller Parties which are set forth contained in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse EffectSection 3.6(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular specified date) as though made at , in which case such representation or warranty shall be true and correct in all respects as of the Closing Date except where failure of such date). The representations and warranties to of the Seller contained in this Agreement (other than the Seller Fundamental Representations and the representations and warranties of the Seller contained in Section 3.6(b)) shall be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect; (b) the Buyer shall have received a certificate from the chief executive officer of Insilco, dated both when made and as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfied; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except or in the case of TAT) representations and there warranties that are made as of a specified date, such representations and warranties shall be no Encumbrances on the Shares true and the Purchased Assets correct as of such specified date (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order without giving effect to any limitation or Inspector Approval, qualification as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets to “materiality” (including the Canadian Purchased Assetsword “material”) shallor “Material Adverse Effect” set forth therein (“Seller Materiality Qualifiers”)), upon Closing, attach only to the proceeds of the transactions contemplated hereby and except as would not to the Shares and the Purchased Assets; (e) have a Material Adverse Effect Effect. The Seller Parties shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. The Buyer shall have received from the Seller a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) Since the date of this Agreement, there shall not have occurred and continue to be occurring; (f) the a Material Adverse Effect. The Buyer shall have received from the Seller a certificate to the effect set forth in the preceding sentence, signed by a duly authorized officer thereof. (c) The Buyer shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Buyer Parties and received the other items to be delivered to it by the Seller Parties pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Parties2.7(b).

Conditions to Obligations of the Buyer Parties. The obligation of the Buyer Parties to effect consummate the purchase of transactions contemplated hereby, including the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements contemplated by this Agreement Merger, shall be subject to the fulfillment at or prior to waiver (where permitted) as of the Closing Date of all of the following additional conditions: : (a) the Seller Parties 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 the Seller Parties on or prior to the Closing Date and the (i) The representations and warranties of the Seller Parties which are Company set forth in Section 2.1, Section 2.2, Section 2.4 and Section 2.20 shall be true and correct, except for de minimis inaccuracies at and as of the date of this Agreement and the Closing Date, as if made at and as of the Closing Date, (without regard to any qualifications therein as to materiality or Material Adverse Effectii) the representation and warranty of the Company set forth in Section 2.9(ii) shall be true and correct in all respects as of the date of this Agreement and (iii) the other representations and warranties of the Company set forth in Article 2 hereof shall be true and correct at and as of the date of this Agreement and the Closing Date, as if made at and as of the Closing Date (except to the extent that any such representation or warranty speaks expressly made as of a particular specified date) as though made at and , in which case as of the Closing Date such date), except where the failure of such representations and warranties to be so true and correct would not(without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein), has not had, individually or in the aggregate, have a Material Adverse Effect; ; (b) the Buyer The Company shall have received performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by the Company at or prior to the Closing; including, but not limited to, that the Company shall have performed and complied in all respects with its covenants and obligations required pursuant to Section 4.13; (c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect; and (d) The Company shall have delivered to Buyer the following: (i) a certificate from and notice, meeting the chief executive requirements of Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that interests in the Company, including the Company Stock, do not constitute “United States real property interests” under Section 897(c) of the Code; and (ii) a certificate of an authorized officer of Insilcothe Company, dated as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, certifying that the conditions set forth specified in Section 8.2(a6.2(a) and Section 6.2(b) have been satisfied; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; (f) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Parties.

Conditions to Obligations of the Buyer Parties. The obligation obligations of the Buyer Parties to effect consummate the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements contemplated by this Agreement shall be Second Amendment Closing are subject to the fulfillment at or satisfaction (or waiver by the Buyer Parties), prior to the Closing Date Second Amendment Closing, of each of the following additional conditions: conditions precedent: (a) the Seller Parties 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 the Seller Parties on or prior to the Closing Date and (i) the representations and warranties of the Seller Parties which are set forth Sellers contained in this Article III of the Purchase Agreement (without regard to any qualifications therein as to materiality or Material Adverse Effect) shall be true and correct in all respects as of the date of this Agreement and Second Amendment Closing, as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though if made at and as of such date, and the Parties agree that the Sellers shall be permitted to update the Disclosure Schedules to reflect changes prior to the Second Amendment Closing Date (except that those representations and warranties which by their terms are made as of a specific date shall be required to be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would notnot have a Seller Material Adverse Effect (without giving effect to any limitation included by the words “Seller Material Adverse Effect,” “in all material respects,” “material” or “materiality”); (ii) the representations and warranties of the Sellers contained in Articles IV of the Purchase Agreement with respect to Copper Beech Townhome Communities Thirty-Six, LLC and Copper Beech Townhome Communities Thirty-Eight, LLC shall be true and correct in all respects as of the Second Amendment Closing, as if made at and as of such date, and the Parties agree that the Sellers shall be permitted to update the Disclosure Schedules to reflect changes prior to the Second Amendment Closing (except that those representations and warranties which by their terms are made as of a specific date shall be required to be true and correct only as of such date), except where the failure of such representations and warranties to be true and correct would not have a Seller Material Adverse Effect (without giving effect to any limitation included by the words “Seller Material Adverse Effect,” “in all material respects,” “material” or “materiality”); (iii) each of the Sellers shall have complied with and performed in all material respects its obligations hereunder required to be complied with or performed by it on or prior to the Second Amendment Closing Date; and (iv) the Buyers shall have received a certificate to the foregoing effect from each Seller; (b) the Buyers shall have received the deliverables set forth in Section 6; (c) between the date of this Second Amendment and the Second Amendment Closing Date, there shall not have occurred a Seller Material Adverse Effect or any change, effect, event, occurrence, state of facts or development that, individually or in the aggregateaggregate with all other changes, have effects, events, occurrences, states of facts or developments, would reasonably be likely to result in a Seller Material Adverse Effect; ; (bd) any consents required to be obtained under the Consent and Acknowledgement or any other loan documents applicable to any of the Copper Beech Entities with respect to the transfer of Subsidiary Equity Interests in such Copper Beech Entity pursuant to Section 4(a) (the “Lender Consents”) shall have been obtained; (e) the Buyer shall have received a certificate from the chief executive officer evidence of Insilco, dated as its assumption of each of the Closing Date, to the effect that, to the best CB Lines of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfiedCredit; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; and (f) the Buyer Amended and Restated Subsidiary Operating Agreements of each of CBTC 10 Parkway, CBTC 26 Morgantown, CBTC 28 Harrisonburg and CBTC 30 Greenville shall have received the other items be amended to be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller delete all references to the effect that Purchase Options (ias defined in the applicable Amended and Restated Subsidiary Operating Agreement) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order provide that CBTC or Inspector Approval and (ii) the execution and delivery CBTC PA, as applicable, shall be entitled to 48% of the Canadian Sale Documents and the consummation Capital Proceeds of the transactions 50 <PAGE> contemplated thereby will have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Partiesrelevant entity.

Conditions to Obligations of the Buyer Parties. The obligation obligations of the Buyer Parties to effect consummate the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements transactions contemplated by this Agreement shall be subject to the fulfillment unless waived in writing, at or prior to the Closing Date Closing, of each of the following additional conditions: : (a) Other than the Fundamental Representations, the representations and warranties of any Seller Parties and/or the Companies contained in this Agreement and the Ancillary Documents and any certificate or other writing delivered pursuant hereto or thereto 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 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). The Fundamental Representations 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) Each Seller shall have duly performed and complied in all material respects with the all agreements, covenants contained (including but not limited to those listed in ARTICLE 5) and conditions required by this Agreement which are required and the Ancillary Documents to be performed and or complied with by it prior to or on the Closing Date; provided, that with respect to agreements, covenants and conditions that are qualified by materiality, such Seller shall have performed such agreements, covenants and conditions as so qualified, in all respects. (c) The Buyer Parties shall have received a certificate, dated the Closing Date and signed by (i) a duly authorized officer of IGE and (ii) the Sellers’ Representative, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied. (d) No Action shall have been commenced against the Buyer Parties, any Seller, the Sellers’ Representative or the Companies or their Subsidiaries, which 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 transaction contemplated hereby. (e) All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Buyer Parties at or prior to the Closing Date and the representations and warranties of the Seller Parties which are set forth in this Agreement Closing. (without regard to any qualifications therein as to materiality or Material Adverse Effectf) shall be true and correct in all respects as of From the date of this Agreement and as of the Closing Date (except to the extent that Agreement, there shall not have occurred any such representation Material Adverse Effect, nor shall any event or warranty speaks as of a particular date) as though made at and as of the Closing Date except where failure of such representations and warranties to be so true and correct would notevents have occurred that, individually or in the aggregate, have with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect; . (bg) The Ancillary Documents (including but not limited to this Agreement, the Escrow Agreement, and the Key Employment Agreements) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to the Buyer Parties. (h) At least three (3) Business Days before Closing, the Sellers’ Representative shall have delivered to the Buyer Parties the Closing Certificate. (i) The Companies shall have delivered to the Buyer Parties the Estimated Closing Working Capital Statement contemplated in Section 2.06(a)(ii). (j) The Sellers’ Representative shall have delivered to the Buyer Parties a good standing certificate (or its equivalent) for the Companies and their Subsidiaries from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of the Companies is organized. (k) The Buyer Parties shall have received from each of the Sellers a certificate from of non-foreign status satisfying the chief executive officer requirement of Insilco, dated as Section 1445(b)(2) of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Code and Treasury Regulations Section 8.2(a1.1445-2(b)(2). (l) have been satisfied; (c) the Shares and the Purchased Assets The Companies shall have been released from delivered written releases of all Encumbrances (other than Closing Permitted Encumbrances, except ) on any assets or properties of the Companies and their Subsidiaries (in form and substance reasonably satisfactory to the case of TATBuyer Parties). (m) The Buyer Parties shall have received from the Companies and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and their Subsidiaries all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets business records (including the Canadian Purchased Assetsbooks and records). (n) shallAll options, upon Closingwarrants, attach only convertible securities or other rights, agreements, arrangements or commitments of any character relating to the proceeds equity interests of the transactions contemplated hereby Companies and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; (f) the Buyer their Subsidiaries shall have received been terminated as of the other items Closing. (o) The Companies and their Subsidiaries shall obtain and cause to be delivered to it pursuant the Buyer Parties at the Closing, payoff letters (and Form UCC-3s, as applicable) in such forms as the Buyer Parties shall reasonably request with respect to any Indebtedness of the Companies and their Subsidiaries then outstanding, which Indebtedness is accurately and completely described in Section 4.2; 7.02(p) of the Disclosure Schedules, which payoff letter(s) shall in each case have been executed and delivered by the obligee with respect to such Indebtedness. (gp) the Canadian Each Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller delivered, or caused to be delivered, to the effect that Buyer Parties or its Representatives, certificates evidencing the Shares, free and clear of Encumbrances (iexcept for Permitted Encumbrances), duly endorsed in blank or accompanied by transfer powers or other instruments of transfer duly executed in blank or such other evidence of transfer of the Shares as is acceptable to the Buyer Parties. (q) it has The Sellers shall have delivered to Buyer resignations of each officer and director of the Companies. (r) Holdings shall have obtained all corporate authority requisite shareholder approvals for the issuance of the Exchanged Shares. (s) The approval of the listing of the Exchanged Shares on the Nasdaq Global Select Market shall have been obtained. (t) The GAAP audit of the Companies for fiscal years 2019 and 2020 (including an unqualified opinion of the auditor with respect to such audit) by an auditor mutually agreed upon by the Parties or the Public Company Accounting Oversight Board shall have been completed (the “Audit”). (u) The Sellers, the Sellers’ Representative and/or the Companies and their Subsidiaries shall have delivered to the Buyer Parties such other documents or instruments as the Buyer Parties reasonably request and are reasonably necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Parties.

Conditions to Obligations of the Buyer Parties. The obligation of Closing under this Agreement by the Buyer Parties to effect the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements contemplated by this Agreement shall be subject to the fulfillment at or prior to on the Closing Date shall be conditioned upon the satisfaction of the following additional conditions: conditions precedent, or those conditions precedent being waived by the Buyer in writing, as applicable (a) however, unless the Buyer Parties explicitly expressed such waiver in writing, waiver of any of the following conditions precedent by the Buyer Parties shall not be deemed as a waiver of any claim of rights the Buyer Parties entitled to as a result of breach by the Seller Parties of any representation, warranty or undertaking, or any misrepresentation made by the Seller Parties): 6.1.1 The Seller Parties shall have executed and delivered to Buyer, and caused the parties to the Transaction Documents (other than the Buyer Parties) to execute and deliver to the Buyer each Transaction Document, which shall remain in full force on the Closing Date (other than those shall be effective at or after Closing); 6.1.2 At the execution date hereof and the Closing Date, all representations and warranties made by Seller Parties herein: (i) in the case of all representations and warranties (other than Fundamental Warranties) not qualified by materiality, shall be true, correct and not misleading in all material aspects; and (ii) in the case of all representations, warranties and Fundamental Warranties qualified by materiality, shall be true, correct and not misleading in all aspects, except for those representations and warranties which refer to or are made only as of a particular date; provided that, any representation and warranty (other than Fundamental Warranties) qualified by materiality (including by “material” or “material aspect”, but not including by “Material Adverse Effect”) shall be deemed as qualified by “Material Adverse Effect” on the Closing Date; 6.1.3 The Seller Parties and BEST Network shall have performed and complied with in all material respects with aspects all covenants and undertakings required by the covenants contained in this Agreement which are required Transaction Documents to be performed and or complied with by the Seller Parties on or prior to the Closing Date Date; 6.1.4 Board of shareholders and the representations and warranties board of directors, as applicable, of the Seller Parties shall have approved the Transaction to be performed and completed pursuant to the Transaction Documents, and such approvals shall remain in full force on the Closing Date; (i) All materials required by BEST Network to apply for change of the courier service operation permits (including permits required respectively for domestic and international express business) and the value-added telecommunications services license (reflecting shareholder and legal representative change to Persons designated by Buyer); (ii) all materials required by the Group Companies (excluding BEST Network) to apply for new courier service operation permits issued by the competent post bureau (reflecting legal representatives of the Group Companies change to Persons designated by the Buyer); (iii) all materials required for corporate change registration of Urumqi BEST Huitong Express Service Co., Ltd. and Hainan Jitong Express Co., Ltd. (by which are set forth in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse Effect) 100% of their shares shall be true transferred to Persons designated by the Buyer) and correct for change of the courier service operation permits; and (iv) all materials required for corporate change registration of the Group Companies (excluding BEST Network) and their branches, shall be complete and ready for use; 6.1.6 The Group Companies shall have obtained the third party’s consent as specified in all respects part one of the Schedule I; 6.1.7 Xx. Xxxx-Ning Xxxxxx Xxxx shall have executed with BEST Network a non-competition agreement reflecting provisions of Clause 5.2.3 hereof, which shall become effective as of the completion date of Corporate Change Registration; 6.1.8 The Logistics Service Cooperation Agreement entered into by XXXX Express Co., Ltd., BEST Network and Zhejiang Cainiao Supply Chain Management Co., Ltd. (“Cainiao”) on the execution date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date except where failure of such representations and warranties to be so true and correct would not, individually or shall remain in the aggregate, have a Material Adverse Effect; (b) the Buyer shall have received a certificate from the chief executive officer of Insilco, dated full force as of the Closing Date, to the effect thatand no parties thereto shall have any breach thereunder, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfied; (c) the Shares and the Purchased Assets connectivity provided by Cainiao to BEST Network thereunder shall have been released from all Encumbrances (other than Closing Encumbrances, except remain in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances)normal use; (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect shall not have occurred and continue to be occurring; (f) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and (g) the Canadian and 6.1.9 The Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller and issued to the effect Buyer a written certificate, confirming that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will Closing Conditions above have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Partiessatisfied.

Conditions to Obligations of the Buyer Parties. The obligation obligations of the Buyer Parties to effect consummate the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements transactions contemplated by this Agreement shall be subject to the fulfillment or Monaco’s waiver, at or prior to the Closing Date Closing, of each of the following additional conditions: : (a) the Seller Parties 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 the Seller Parties on or prior to the Closing Date and the The representations and warranties of the Seller Parties which are set forth contained in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse Effect) Article 4 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (except to with the extent that any such representation or warranty speaks as of a particular date) same effect as though made at and as of the Closing Date 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 failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, not have a Material Adverse Effect; . (b) Seller 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 it prior to or on the Closing Date. (c) Seller shall have delivered to the Buyer Parties duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(a). (d) Monaco shall have received a certificate from certificate, dated the chief executive Closing Date and signed by a duly authorized officer of InsilcoSeller, dated as that each of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a7.02(a) and Section 7.02(b) have been satisfied; satisfied (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than “Seller Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing EncumbrancesCertificate”); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; . (e) a Material Adverse Effect shall not have occurred and continue to be occurring; (f) the Buyer Monaco shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other items to be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Transaction Documents and the consummation of the transactions 50 <PAGE> contemplated thereby will 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. (f) Monaco shall have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any received a certificate of the representations Secretary or warranties given under an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, which Agreement the Transaction Documents and the other documents to be delivered hereunder and thereunder. (g) Monaco shall be performed by have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the Canadian Trustee in accordance with “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 7.17. Any condition specified in this Section 8.2 may be waived by 1445 of the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing Code duly executed by the Buyer PartiesSeller.

Conditions to Obligations of the Buyer Parties. The obligation of the Buyer Parties to effect consummate the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements transactions contemplated by this Agreement shall be is subject to the fulfillment at or prior to the Closing Date satisfaction of the following additional conditions: , any one or more of which may be waived in writing by the Buyer: (a) The consents and approvals (including the Seller Parties receipt of required Permits) identified on Schedule 8.1(a) shall have performed been duly made, given or obtained and complied shall be in all material respects with the covenants contained in this Agreement which are required to be performed full force and complied with by the Seller Parties on or prior to the Closing Date and effect; (b) Each of the representations and warranties of the Seller Parties which are set forth Sellers contained in this Agreement (without regard to any qualifications therein i) that are not qualified as to materiality “materiality” or “Material Adverse Effect) ” shall be true and correct in all material respects and (ii) that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct, in both instances as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks Closing, as of a particular date) as though if made at and as of the Closing Date except where failure of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date); (c) The Sellers shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be so true and correct would not, individually performed or in complied with by them at or before the aggregate, Closing; (d) The Sellers shall have a Material Adverse Effect; (b) delivered to the Buyer shall have received a certificate from signed by the chief executive officer of Insilco, Sellers Representative dated as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, certifying that the conditions set forth specified in Section 8.2(aSections 8.1(b) and 8.1(c) have been satisfied; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all of the Encumbrances (other than Closing Encumbrances) on the Shares and the Purchased Assets (including the Canadian Purchased Assets) shall, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; fulfilled; (e) a Material Adverse Effect There shall not have occurred and continue to be occurring; (f) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documents, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order force any law restricting or Inspector Approval and (ii) the execution and delivery of the Canadian Sale Documents and prohibiting the consummation of the transactions 50 <PAGE> contemplated thereby will by this Agreement; (f) Between the date hereof and the Closing Date, there shall not have occurred any Material Adverse Effect; (g) The Buyer shall have obtained the Third Party Financing; (h) Any applicable waiting period under the HSR Act shall have expired or been duly terminated; (i) Buyer and validly authorized by the Canadian Bankruptcy Court orlessors of the related party Scheduled Leases listed on Schedule 8.1(i) shall have entered into amendments to such related party Scheduled Leases to divide the lease space in the office building located at 14301 Caliber Drive in Oklahoma City, as the case may be, Inspector Approval. Other than Oklahoma between Purchaser and Diamondback Holding as set forth in on Schedule 8.1(i) and (ii) to amend the Canadian Sale Documents, term of all such related party Scheduled Leases assumed by Buyer as reflected on Schedule 8.1(i); (j) Sellers shall have repaired the Canadian Trustee shall make no representations nor give any warranties and shall not assume any roof of the representations building located at the Sellers’ Cresson, Texas facility which roof was damaged by acid fumes or warranties given under this Agreement, which Agreement shall be performed by have been paid to Buyer a cash amount necessary to repair such roof; and (k) Buyer and the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Persons listed on Schedule 8.1(k) shall have entered into employment agreements mutually agreeable to Buyer Parties; provided that no and such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer PartiesPersons.

Conditions to Obligations of the Buyer Parties. The obligation obligations of the Buyer Parties to effect consummate the purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Agreements transactions contemplated by this Agreement shall be subject to the fulfillment fulfillment, at or prior to the Closing Date Closing, of each of the following additional conditions: (a) the Seller Parties shall have performed and complied , any of which may be waived in all material respects with the covenants contained in this Agreement which are required to be performed and complied with writing by the Seller Buyer Parties on or prior to the Closing Date and the in their sole discretion: (i) The representations and warranties of the Sellers or the Acquired Companies, as applicable, contained in Section 3.2, Section 3.4, Section 3.5, Section 4.2, Section 4.4, Section 4.5 and Section 4.13 (the “Company/Seller Parties which are set forth in this Agreement (without regard to any qualifications therein as to materiality or Material Adverse EffectFundamental Representations”) shall be true and correct in all respects both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date and (ii) all other representations and warranties of each Seller and the Acquired Companies contained in Article III and Article IV shall be true and correct as of the date of this Agreement and as of the Closing Date (except to Date, or in the extent that any such representation or warranty speaks case of representations and warranties made as of a particular specified date) as though made at and as of the Closing Date except where failure of , such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”), “Seller Material Adverse Effect” or “Company Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Seller Material Adverse Effect or a Company Material Adverse Effect; (b) the Buyer shall have received a certificate from the chief executive officer of Insilco, dated as of the Closing Date, to the effect that, to the best of such chief executive officer's knowledge, the conditions set forth in Section 8.2(a) have been satisfied; (c) the Shares and the Purchased Assets shall have been released from all Encumbrances (other than Closing Encumbrances, except in the case of TAT) and there shall be no Encumbrances on the Shares and the Purchased Assets (other than Closing Encumbrances); (d) the Sale Order and the Canadian Bankruptcy Court Order or Inspector Approval, as the case may be, provide that any and all . (b) Each of the Encumbrances Sellers shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (other than Closing Encumbrancesc) on The Acquired Companies shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Shares and Closing. (d) Since the Purchased Assets (including the Canadian Purchased Assets) shalldate of this Agreement, upon Closing, attach only to the proceeds of the transactions contemplated hereby and not to the Shares and the Purchased Assets; (e) a Material Adverse Effect there shall not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Seller Material Adverse Effect or a Company Material Adverse Effect. (e) The Buyer Parties shall have received from Coeur Mining a certificate to the effect set forth in clauses (a), (b), (c) and continue to be occurring; (d) above, signed by a duly authorized officer thereof. (f) the Buyer There shall have received the other items to not be delivered to it pursuant to Section 4.2; and (g) the Canadian Seller shall have executed the Canadian Sale Documents which shall include representations from the Canadian Seller to the effect that (i) it has all corporate authority necessary to perform the Canadian Sale Documentsin force any order, and to consummate the transactions contemplated thereby in accordance with either the Canadian Bankruptcy Court Order judgment, injunction, decree or Inspector Approval and (ii) the execution and delivery ruling by or before any Governmental Authority of the Canadian Sale Documents and competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions 50 <PAGE> contemplated thereby will hereby. (g) The authorization from the Mexican Federal Economic Competition Commission related to the transactions contemplated hereby shall have been duly and validly authorized by the Canadian Bankruptcy Court or, as the case may be, Inspector Approval. Other than as set forth in the Canadian Sale Documents, the Canadian Trustee shall make no representations nor give any warranties and shall not assume any of the representations or warranties given under this Agreement, which Agreement shall be performed by the Canadian Trustee in accordance with Section 7.17. Any condition specified in this Section 8.2 may be waived by the Buyer Parties; provided that no such waiver shall be effective against the Buyer Parties unless it is set forth in a writing executed by the Buyer Partiesobtained.