Common use of Conditions to Obligations of the Seller Clause in Contracts

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each of Purchaser’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).

Conditions to Obligations of the Seller. The obligation of the Seller to proceed with Closing and consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations Buyer and Parent hereunder shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser each of Buyer and Parent shall have performed or and complied with all of its covenants hereunder in all material respects with all obligations and covenants required through the Closing; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at or prior to the Closing Datecharge shall be in effect); (cd) The each of Buyer and Parent shall have delivered to the Seller a certificate to the effect that each of the conditions applicable to it which are specified above in Section 6.3(a)-(c) is satisfied in all respects; (e) the Seller shall have received a certificate from counsel to the Buyer an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such assumptions and signed by the Purchaser qualifications as may be reasonably acceptable to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedSeller's legal counsel; (df) The Purchaser Parent shall have made payment entered into the Registration Rights Agreement in a form similar to those previously entered into by similarly situated shareholders of Parent; (g) the Closing Date Buyer shall have paid the Purchase PricePrice required by Section 2.3; (h) the Buyer shall have entered into the Employment Agreement and the Stock Pledge Agreement, it being understood that such payment each in a form reasonably acceptable to Seller and its counsel; (i) Seller shall be made simultaneously have completed its due diligence review of Buyer and Parent and been satisfied with the other results; and (j) all actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby, and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller. The Seller pursuant to may waive any condition specified in this Agreement Section 6.3 if Seller executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to proceed with Closing and consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditionsconditions and compliance with Section 6.6: (a) Each the representations and warranties of Purchaser’s Fundamental Representations Buyer and Parent hereunder shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser the Buyer and Parent shall have performed or and complied with all of their respective covenants hereunder in all material respects with all obligations and covenants required through the Closing; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at or prior to the Closing Datecharge shall be in effect); (cd) The each of Buyer and Parent shall have delivered to the Seller a certificate to the effect that each of the conditions applicable to it which are specified above in Section 6.3(a)-(c) is satisfied in all respects; (e) the Seller shall have received a certificate from counsel to the Buyer and Parent an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such assumptions and signed by the Purchaser qualifications as may be reasonably acceptable to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedSeller's legal counsel; (df) the Buyer shall have paid the Purchase Price required by Section 2.3; (g) the Buyer shall have entered into the Consulting Agreement and the Employment Agreements; (h) the Buyer shall have caused Parent to enter into the Shareholders' Agreement and the Registration Rights Agreement with Seller; (i) The Purchaser Buyer and Parent shall have made payment executed and delivered to Seller the Xxxx of the Closing Date Purchase Price, it being understood that such payment Sale; (j) Seller shall be made simultaneously have completed its due diligence review of Buyer and Parent and been satisfied with the other results; (k) the Board of Directors and shareholders of Seller shall have approved the terms of this transaction; (l) all actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby, and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller. The Seller pursuant to may waive any condition specified in this Agreement Section 6.3 if Seller executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to proceed with Closing and consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations Buyer and Parent hereunder shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser the Buyer shall have performed or and complied with all of its covenants hereunder in all material respects with all obligations and covenants required through the Closing; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at or prior to the Closing Datecharge shall be in effect); (cd) The each of Buyer and Parent shall have delivered to the Seller a certificate to the effect that each of the conditions applicable to it which are specified above in Section 6.3(a)-(c) is satisfied in all respects; (e) the Seller shall have received a certificate from counsel to the Buyer an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such assumptions and signed by the Purchaser qualifications as may be reasonably acceptable to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedSeller's legal counsel; (df) the Buyer shall have paid the Initial Purchase Price required by Section 2.3, including delivery of Note 1 and Note 2; (g) the Buyer shall have entered into the Employment Agreement; (h) Seller shall have completed its due diligence review of Buyer and Parent and been satisfied with the results; (i) The Purchaser Buyer shall have made payment caused Parent to enter into the Registration Rights Agreement with Seller in a form similar to those previously entered into by similarly situated shareholders of Parent; (j) The Board of Directors and shareholders of Seller shall have approved the Closing Date Purchase Price, it being understood that such payment terms of this transaction; (k) The Board of Directors of Buyer shall be made simultaneously with have approved the other terms of this transaction and Buyer shall have delivered a certificate therefore to Seller; (l) The Buyer shall have entered into the Stock Pledge Agreement; and (m) all actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby, and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller. The Seller pursuant to may waive any condition specified in this Agreement Section 6.3 if Seller executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The Seller’s obligation of to sell the Seller to consummate the transactions contemplated by this Agreement Receivable Balance is subject to the reasonable satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each the representations and warranties of Purchaser’s Fundamental Representations the Purchaser contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (bii) The Purchaser shall have performed or complied be in compliance with each term, covenant and other provision of this Agreement applicable to Purchaser in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Daterespects; (ciii) The Seller shall have received a certificate dated as of the Closing Date Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit G, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Purchaser to the effect that the conditions set forth in Sections 7.3(a) execute and 7.3(b) have been satisfieddeliver this Agreement and any other documents to be executed or delivered by it hereunder, together with its Organizational Documents and board resolutions, evidencing necessary organizational action and governmental approvals, if any, necessary for Purchaser to execute, deliver and perform its obligations under this Agreement; (div) The no Insolvency Event with respect to Purchaser shall have made payment occurred and be continuing; (v) no event shall exist on the Purchase Date that would give rise to an Event of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously Repurchase with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions respect to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Receivable Balance; and (evi) The Purchaser Seller shall have received a duly executed and delivered to copy of the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Confidentiality Agreement.

Conditions to Obligations of the Seller. The obligation of each of the Seller and the Parent to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer and DParent set forth in Article III shall be true and correct in all material respects, when made on the date hereof and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing DateClosing, except in each case to the extent that such representation for representations and warranty refers specifically to an earlier warranties made as of a specific date, in which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser each of the Buyer and DParent shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing; (c) the Buyer and DParent shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) and (b) of this Section 5.2 is satisfied in all respects; (d) the Seller shall have received from counsel to DParent and the Buyer an opinion substantially in the form of EXHIBIT G attached hereto, addressed to the Seller and dated as of the Closing Date; (ce) The the Seller shall have received a certificate from special counsel to the Buyer an opinion substantially in the form of EXHIBIT H attached hereto, addressed to the Seller and dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;Date; and (df) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other all actions to be taken by the parties as Buyer and DParent in connection with the consummation of the Closing transactions contemplated hereby and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be executed reasonably satisfactory in form and delivered substance to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Seller.

Conditions to Obligations of the Seller. The obligation obligations of the Seller under this Agreement are subject to consummate the fulfillment on or before the Closing Date of each of the following conditions: 6.1. Except as disclosed in writing to Seller and not disapproved by it, the representations and warranties of Purchaser contained in Section 4 hereof shall (except as affected by the transactions contemplated by this Agreement is subject and except to the satisfaction (or waiver in writing by the Seller in its sole discretionextent that any such representations and warranties are made as of a specified date) of the following further conditions: (a) Each of Purchaser’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of on the Closing Date with the same effect as if though such representations and warranties had been made at on and as of the Closing Date, except in each case and all of the actions of Purchaser to be performed on or before the Closing Date pursuant to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty terms hereof shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have duly performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date;respects. (c) The 6.2. Seller shall have received a certificate certificate, dated as of the Closing Date and signed by the Purchaser Date, of an officer of Xxxx to the effect that the conditions set forth specified in Sections 7.3(a) and 7.3(b) Section 6.1 have been satisfied;fulfilled. (d) 6.3. The Seller and the Partners shall have received an opinion of counsel to Purchaser in substantially the form of Exhibit "M" hereto. 6.4. No governmental inquiry, action or proceeding shall have been asserted, threatened or instituted to restrain or enjoin the transactions contemplated by this Agreement. 6.5. The Purchaser shall have made payment paid to the Seller the Purchase Price (for this purpose, delivery of the Closing Date Purchase Price, it being understood that such payment Second Note to the escrow holder as provided in Section 2.3 shall be made simultaneously with the other actions to be taken by the parties considered as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andpayment). (e) 6.6. The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant undertakings of Xxxxxxxx Xxxxx and Xxxxxx Xxxxx to Section 2.5(b))vote in favor of Xxxxx X. Xxxx as a director of Xxxx, in substantially the form of Exhibits "N" and "O" hereto. 6.7. The Seller and the Partners shall have received the Registration Rights Agreement duly executed by Xxxx and the Indemnification Agreement duly executed by the Purchaser. 6.8. As of the Closing, no event shall have occurred and no circumstance shall exist which may materially and adversely affect or, in the reasonable judgment of the Seller, threaten to affect, the Purchaser's business, conditions or prospects.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate effect the transactions contemplated by this Agreement is hereby are subject to satisfaction at or prior to the satisfaction (or waiver in writing by the Seller in its sole discretion) Closing Date of the following further conditions:. The Seller may waive, in whole or in part, any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing Date. (a) Each of Purchaser’s Fundamental Representations 6.2.1 The representations and warranties set forth in Section 4 above shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to Effective Time as though the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as Effective Time were substituted for the date of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of this Agreement throughout such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) warranties. The Purchaser shall have performed or complied in all material respects with all obligations and covenants required delivered to Seller a certificate signed by an officer of the Purchaser to that effect. 6.2.2 Purchaser shall have delivered to the Seller (i) a copy of the text of the resolutions by which the corporate action on the part of the Purchaser necessary to approve this Agreement to be performed were taken, certified by the Purchaser’s Secretary, (ii) an incumbency certificate signed by an officer of the Purchaser certifying the signature and office of each officer and manager executing this Agreement or complied with any other agreement, certificate or other instrument executed pursuant hereto, and (iii) good standing certificates for the Purchaser, issued as of a recent date, by it at or prior to the Closing Date;State Secretary of the State of New York. (c) 6.2.3 The Seller shall have received from Todtman, Nachamie, Spizz & Xxxxx, P.C., counsel to Purchaser, its opinion with respect to legal matters of a certificate nature customarily provided by a purchaser’s counsel in transactions of this type, in form and substance reasonably acceptable to counsel for Seller, addressed to Seller and dated as of the Closing Date Date. 6.2.4 No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction, to which any of the Parties is a party and signed relief is sought therein by other than a Party which would prevent or inhibit in any material respect the Purchaser consummation of the transaction contemplated hereby or seek to impose any material Liability on any Party as a result of the effect that the conditions set forth in Sections 7.3(a) consummation of transactions contemplated hereby, and 7.3(b) all necessary regulatory approvals shall have been satisfied;obtained. (d) The 6.2.5 Purchaser shall have made payment of assumed the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andSpecifically Assumed Liabilities. (e) 6.2.6 The Purchaser shall have executed and delivered to the Seller all agreements and other documents required delivered, or caused to be executed and delivered delivered, to the Seller pursuant to this Agreement at or prior to the Closing (including all certificatessuch deeds, vehicle titles, bills of sale, assignments of contracts and other such documents and instruments required as are reasonably necessary to consummate the transactions contemplated by this Agreement, each of which shall be in a form reasonably acceptable to Seller and Seller’s counsel. 6.2.7 The Seller and the Purchaser shall have closed on the Related APA. 6.2.8 The Purchaser shall have delivered to the Seller the Closing pursuant to Section 2.5(b))Date Payment.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.3 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied with in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Seller the Buyer Certificate; and (e) The Purchaser the Seller shall have executed received such other certificates and delivered instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the Seller all agreements incumbency of officers and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The Seller’s obligation of to sell the Seller to consummate the transactions contemplated by this Agreement Accrued Receivable is subject to the reasonable satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each the representations and warranties of Purchaser’s Fundamental Representations the Purchaser contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (bii) The Purchaser shall have performed or complied be in compliance with each term, covenant and other provision of this Agreement applicable to Purchaser in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Daterespects; (ciii) The Seller shall have received a certificate dated as of the Closing Date Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit G, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Purchaser to the effect that the conditions set forth in Sections 7.3(a) execute and 7.3(b) have been satisfieddeliver this Agreement and any other documents to be executed or delivered by it hereunder, together with its Organizational Documents and board resolutions, evidencing necessary organizational action and governmental approvals, if any, necessary for Purchaser to execute, deliver and perform its obligations under this Agreement; (div) The no Insolvency Event with respect to Purchaser shall have made payment occurred and be continuing; (v) no event shall exist on the Purchase Date that would give rise to an Event of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously Repurchase with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions respect to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Accrued Receivable; and (evi) The Purchaser Seller shall have received a duly executed and delivered to copy of the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Confidentiality Agreement.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or waiver in writing by the Seller in its sole discretion) Seller’s waiver, at or prior to the Closing, of each of the following further conditions: (a) Each Other than the representations and warranties of Purchaser’s Fundamental Representations shall be true the Buyer contained in Section 5.01, Section 5.02 and correct Section 5.04, the representations and warranties of the Buyer contained in all material respectsthis Agreement, the other Transaction Documents and each any certificate or other representation and warranty of Purchase made in Article V writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) 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 if though made at and as of the Closing Date, such date (except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of those representations and warranties other than that address matters only as of a specified date, the Purchaser’s Fundamental Representations where the failure accuracy of such which shall be determined as of that specified date in all respects). The representations and warranties to of the Buyer contained in Section 5.01, Section 5.02 and Section 5.04 shall be true and correct would not reasonably be expected to result in a material adverse all respects on and as of the date hereof and on and as of the Closing Date with the same effect on the Purchaser’s ability to consummate the transactions contemplated hereby;as though made at and as of such date. (b) The Purchaser Buyer shall have duly performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it at or prior to or on the Closing Date;; provided, however, that with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Buyer shall have delivered to the Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b). (e) The Buyer shall have delivered the Escrow Amount to the Escrow Agent pursuant to Section 3.02(c). (f) The Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Buyer, certifying that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “Buyer Closing Certificate”). (g) The Seller shall have received duly executed Seller Equity and Debt Holder Consents. (h) The Seller shall have received a certificate dated as of the Closing Date Secretary or an Assistant Secretary (or equivalent officer) of the Buyer certifying (i) that attached thereto are true and signed complete copies of all resolutions adopted by the Purchaser board of directors of the Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (iii) the names and signatures of the officers of the Buyer authorized to sign this Agreement, the effect that Transaction Documents and the conditions set forth in Sections 7.3(a) other documents to be delivered hereunder and 7.3(b) have been satisfied;thereunder. (di) The Purchaser Buyer shall have made payment of approved and adopted the Closing Date Purchase PriceEquity Plan, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andif applicable. (ej) The Purchaser Buyer shall have executed and delivered to the Seller all agreements and such other documents required or instruments as the Seller reasonably requests and are reasonably necessary to be executed and delivered consummate the transactions contemplated by this Agreement. (k) The Seller shall have received from the Buyer or VOXX funding (e.g., through an additional Bridge Loan by VOXX to the Seller pursuant to Seller), as determined by the Buyer, in respect of costs and expenses for the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21 of this Agreement at or prior to Agreement, unless the Closing (including all certificates, documents and instruments required to be delivered to Buyer has waived the Seller the Closing pursuant to delivery requirement in respect of such 2014 Audited Financial Statements set forth in Section 2.5(b)3.02(a)(xiii).

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions sale of the Assets contemplated by this Agreement is shall be subject to the satisfaction (fulfillment at or waiver in writing by prior to the Seller in its sole discretion) Closing Date of the following further additional conditions: (a) Each The Buyer shall have performed in all material respects its covenants and agreements contained in this Agreement which are required to be performed on or prior to the Closing Date; (b) The representations and warranties of Purchaser’s Fundamental Representations the Buyer which are set forth in this Agreement shall be true and correct in all material respects, respects as of the date of this Agreement and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received a certificate dated as from an authorized officer of the Buyer, dated the Closing Date and signed by the Purchaser Date, to the effect that that, to the best of such officers' knowledge, the conditions set forth in Sections 7.3(a8.3(a) and 7.3(b(b) have been satisfied; (d) The Purchaser Seller shall have made payment of received an opinion from counsel for the Buyer, dated the Closing Date Purchase Priceand satisfactory in form and substance to the Seller and its counsel, it being understood substantially to the effect that: (1) The Buyer is a limited liability company organized, existing and in good standing under the laws of the State of Delaware and has the power and authority to execute and deliver this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby; and the execution and delivery of this Agreement and the Related Agreements and the consummation of the sale of the Assets contemplated hereby have been duly authorized by all requisite action taken on the part of the Buyer; (2) This Agreement and the Related Agreements have been executed and delivered by the Buyer and (assuming that the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals are obtained) are valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms, except (A) that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall enforcement may be subject to satisfaction bankruptcy, insolvency, reorganization, moratorium or waiver other similar laws now or hereafter in effect relating to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (3) The execution, delivery and performance of this Agreement and the Related Agreements by the Purchaser Buyer will not constitute a violation of the conditions Certificate of Organization or LLC Operating Agreement (or other similar governing documents), as currently in effect, of the Buyer; (4) Assumption Agreement and other instruments described in Section 4.4 are in proper form for the Buyer to assume the Purchaser’s obligations set forth in Sections 7.1 and 7.2Assumed Liabilities; and (e5) The Purchaser No declaration, filing or registration with, or notice to, or authorization, consent or approval of any governmental authority is necessary for the consummation by the Buyer of the Closing other than the Buyer Required Regulatory Approvals, all of such Buyer Required Regulatory Approvals having been obtained and being in full force and effect with such terms and conditions as shall have executed been imposed by any applicable governmental authority. As to any matter contained in such opinion which involves the laws of any jurisdiction other than the federal laws of the United States and delivered the Commonwealth of Massachusetts, such counsel may rely upon opinions of counsel admitted to the Seller all agreements and practices in such other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to jurisdictions. Any opinions relied upon by such counsel as aforesaid shall be delivered together with the opinion of such counsel. Such opinion may expressly rely as to matters of facts upon certificates furnished by appropriate officers and directors of the Seller the Closing pursuant to Section 2.5(b))Buyer and its Affiliates and by public officials.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction (fulfillment at or waiver in writing by prior to the Seller in its sole discretion) Closing Date of the following further additional conditions: (a) The Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Buyer on or prior to the Closing Date; (b) Each of Purchaser’s Fundamental Representations the representations and warranties of the Buyer contained in this Agreement, which representations and warranties shall be deemed for purposes of this Section 8.3(b) not to include any qualification or limitation with respect to materiality or immateriality, shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at date of this Agreement and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct correct, in the aggregate, would not reasonably be expected to result prevent, materially delay or materially impair the ability of the Buyer to perform and comply with its obligations under this Agreement, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser which case such representation or warranty shall have performed or complied be true in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date;as of such date. (c) The Seller shall have received a certificate dated as from an authorized officer of the Buyer, dated the Closing Date and signed by the Purchaser Date, to the effect that that, to the best of such officer’s knowledge, the conditions set forth in Sections 7.3(a8.3(a) and 7.3(b8.3(b) have been satisfied;; and (d) The Purchaser Buyer shall have made payment taken all of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously actions with the other actions respect to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations employee plans set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))7.8.

Conditions to Obligations of the Seller. The obligation of the Seller Sellers to proceed with Closing and consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations Buyer and Parent hereunder shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser the Buyer shall have performed or and complied with all of its covenants hereunder in all material respects with all obligations and covenants required through the Closing; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at or prior to the Closing Datecharge shall be in effect); (cd) The Seller each of Buyer and Parent shall have delivered to the Sellers a certificate to the effect that each of the conditions applicable to it which are specified above in Section 6.3(a)-(c) is satisfied in all respects; (e) the Sellers shall have received a certificate from counsel to the Buyer an opinion in form and substance acceptable to Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and signed by the Purchaser qualifications as may be reasonably acceptable to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedSellers' legal counsel; (df) the Buyer shall have paid the Purchase Price required by Section 2.3, including delivery of the Note and issuance by Parent of the Parent Shares; (g) the Buyer shall have entered into the Xxxxxx Employment Agreement in a form reasonably acceptable to Sellers and their legal counsel; (h) the Buyer shall have entered into the Xxxxxx Employment Agreement in a form reasonably acceptable to Sellers and their legal counsel; (i) the Buyer shall have entered into the Shareholders' Agreement with Sellers in a form reasonably acceptable to Sellers and their legal counsel; (j) The Purchaser Buyer shall have made payment caused Parent to enter into the Registration Rights Agreement with Sellers in a form similar to those previously entered into by similarly situated shareholders of Parent; (k) The Buyer shall have entered into the Closing Date Purchase Price, it being understood that such payment Stock Pledge Agreement in a form reasonably acceptable to Sellers and their legal counsel; (l) Xxxxx X. Xxxxxx shall be made simultaneously with have entered into an Assumption of Obligations and a Stock Option Agreement on terms and conditions reasonably acceptable to Sellers and their legal counsel; (m) Xxxxx X. Xxxxx shall have entered into an Assumption of Obligations and a Stock Option Agreement on terms and conditions reasonably acceptable to the other Sellers and their legal counsel; (n) Xxxxxxxx Xxxxxx shall have entered into an Assumption of Obligations and a Stock Option Agreement on terms and conditions reasonably acceptable to the Sellers and their legal counsel; (o) Xxxxx Xxxx Xxxxxx shall have entered into an Assumption of Obligations and a Stock Option Agreement on terms and conditions reasonably acceptable to the Sellers and their legal counsel; (p) Xxxxxx Xxxxxx shall have entered into an Assumption of Obligations and a Stock Option Agreement on terms and conditions reasonably acceptable to the Sellers and their legal counsel; and (q) All actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby, and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Sellers. The Sellers may waive any condition specified in this Section 6.3 if each Seller pursuant to this Agreement executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (or waiver fulfillment, as of the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion) of the following further conditions: (a) Each (i) The representations and warranties of Purchaser’s Fundamental Representations shall be true the Buyer contained in Section 4.2, Section 4.7(a), Section 4.7(c) and correct in all material respects, and each other representation and warranty of Purchase made in Article V Section 4.8 shall be true and correct in all respects as (except, in the case of the Closing Date as if Section 4.7(a), for de minimis inaccuracies) both when made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except or in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure that are made as of a specified date, such representations and warranties to shall be true and correct as of such specified date (except, in the case of Section 4.7(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Buyer contained in Article IV shall be true and correct as of the date of this Agreement 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, 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”) or “Buyer Material Adverse Effect” set forth therein) would not not, individually or in the aggregate, have or reasonably be expected to result in have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;Buyer Material Adverse Effect. (b) The Purchaser Buyer shall have performed or complied in all material respects with all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to or at the Closing Date;Closing. (c) Since the date of this Agreement, there shall not have occurred a Buyer Material Adverse Effect. (d) The Seller shall have received from the Buyer a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(aSection 6.2(a), Section 6.2(b) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase PriceSection 6.2(c), it being understood that such payment shall be made simultaneously with the other actions to be taken signed by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))a duly authorized officer thereof.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction of the following conditions (any or waiver in writing all of which may be waived by the Seller in its sole discretion) of the following further conditions:whole or in part): (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in this Agreement shall be true and correct in all material respects, as of the date of this Agreement and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyClosing; (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation, or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (d) the Seller shall have received obtained all of the waivers, permits, consents, approvals, or other authorizations, and effected all of the registrations, filings, and notices, referred to in Section 4.2 that are required on the part of the Seller, except for any the failure of which to obtain or effect would not, individually or in the aggregate, have a certificate material adverse effect on the Buyer following the Closing or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) the Buyer shall have delivered to the Seller the Buyer Certificate; (f) the Buyer shall have delivered to Seller a written opinion, dated as of the Closing Date Date, of Dechert, in form and signed by the Purchaser substance reasonably satisfactory to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedSeller; (dg) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser Buyer shall have executed and delivered to the Seller all agreements each of the Ancillary Agreements; and (h) the Seller shall have received such other certificates and other documents required to be executed instruments (including a certificate of good standing of the Buyer in its jurisdiction of organization and delivered certificates as to the Seller pursuant to this Agreement at or prior to incumbency of officers and the Closing (including all certificates, documents and instruments required to be delivered to adoption of authorizing resolutions) as it shall reasonably request in connection with the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by the Seller at or prior to the Closing Date of the following additional conditions: (a) The Buyer shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement required to be performed and complied with by it on or prior to the Closing Date and all deliveries contemplated by Section 4.4 shall have been made. (b) The representations and warranties of the Buyer contained in this Agreement shall be true and correct, without giving effect to any materiality qualifications therein, on and as of the date hereof and on and as of the Closing Date as if made again on and as of the Closing Date (except to the extent any such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct only as of such earlier date), except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impair or delay the Buyer's ability to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement is subject to Agreement; provided, however, notwithstanding the satisfaction foregoing, (or waiver i) the representations and warranties in writing by Sections 6.1, 6.2 and the Seller in its sole discretion) first clause of the following further conditions: second sentence of Section 6.3(a) that are qualified as to materiality or material adverse effect shall be true and correct in all respects, and (aii) Each the representations and warranties in Sections 6.1, 6.2 and the first clause of Purchaser’s Fundamental Representations the second sentence of Section 6.3(a) that are not so qualified as to materiality or material adverse effect shall be true and correct in all material respects, in each case with respect to clauses (i) and each other representation (ii) of this Section 8.3(b), on and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at date hereof and on and as of the Closing Date, as if made again on and as of the Closing Date (except in each case to the extent that any such representation representations and warranty refers specifically to warranties shall have been expressly made as of an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all respects or true and correct in all material respects, as applicable, only as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date;). (c) The Seller shall have received a certificate dated as (the "Buyer Closing Certificate") from an authorized officer of the Buyer, dated the Closing Date and signed by the Purchaser Date, to the effect that the conditions set forth in Sections 7.3(a8.3(a) and 7.3(b(b) hereof have been satisfied;. (d) The Purchaser Each of the Seller Required Regulatory Approvals shall have made payment of the Closing Date Purchase Pricebecome a Final Order, it being understood that and such payment Final Orders shall be made simultaneously with the other actions not impose terms or conditions (which are in addition to be taken by the parties as of the Closing terms and shall be subject conditions due to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (eexisting Law) The Purchaser shall which would have executed and delivered to a material adverse effect on the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificatesits subsidiaries, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))taken as a whole.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated to be performed by this Agreement is them at the Closing are subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each all representations and warranties of Purchaser’s Fundamental Representations the Buyer, Holdings and PetIQ in this Agreement shall be true and correct in all material respectsrespects when made and as of the Closing as though such representations and warranties were then made, except for those representations and each other representation and warranty warranties which are expressly stated to be made solely as of Purchase made in Article V the date of this Agreement or another specified date, which shall be true and correct in all material respects solely as of the Closing Date as if made at and as date of the Closing Date, except in each case to the extent that this Agreement or such representation and warranty refers specifically to an earlier other specified date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyapplicable; (b) The Purchaser the Buyer, Holdings and PetIQ shall have performed or and complied in all material respects with all obligations and of their covenants required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) the Buyer shall have delivered to the Seller a certificate of an executive officer of the Buyer to the effect that each of the conditions specified in Sections 7.2(a) and 7.2(b) is satisfied in all respects; (d) the Buyer shall have delivered to the Seller evidence of issuance of the Holdings LLC Consideration; (e) PetIQ shall have delivered to the Seller evidence of issuance of the PetIQ Stock Consideration; (f) The Buyer shall have delivered to the Seller the Seller Notes duly executed by the Buyer together with the Guaranty duly executed by the Guarantors; (g) the Seller shall have received the Escrow Agreement duly executed by the Escrow Agent and the Buyer; (h) no judicial, administrative or arbitral actions, suits, Proceedings (public or private) or claims or Proceedings by or before a Governmental Entity shall have been instituted or threatened or claim or demand made against the Seller or the Company or the Buyer seeking to restrain or prohibit or obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the Seller shall not be entitled to rely on the failure of this condition to be satisfied if such action, suit, Proceeding, claim, demand, order, injunction, judgment, decree, ruling, writ, assessment or arbitration award was instituted by the Seller, the Stockholders or any of their Affiliates; (i) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated without the FTC or the Antitrust Division, as applicable, having taken any action which has not been terminated or resolved; (j) PetIQ shall have delivered to the Seller and Xxxxxxx written confirmation of the appointment of Xxxxxxx to the Board of Directors of PetIQ as a Class II director, effective upon the Closing; (k) PetIQ shall have delivered to the Seller a duly executed Registration Rights Agreement; (l) the Lock-Up Agreement shall have remained in full force and effect with respect to PetIQ; and (m) PetIQ shall have delivered to Xxxxxxx a duly executed Indemnification Agreement with respect to Xxxxxxx’x position as a board member of PetIQ. The Seller, on behalf of itself and the Stockholders, may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date; (c) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement them in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each of Purchaser’s Fundamental Representations The representations and warranties set forth in Section 4 above shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser Clariti and Acquisition shall have performed or and complied in all material respects with all obligations and of its covenants required hereunder through the Closing, including, but not limited to, establishment of the Tax Escrow Account; (c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at or prior to the Closing Datecharge shall be in effect); (cd) Clariti and Acquisition shall have delivered to the Company a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(c) is satisfied in all respects; (e) The Seller Guarantors shall have received a certificate been removed as guarantors under the Equipment Lease Agreements; (f) Clariti and Acquisition shall have delivered to Seller the favorable written opinion of Acquisition's counsel, Xxxxx Xxxxxxxx & XxXxxxxx, LLP, dated as of the Closing Date and signed by addressed to Seller in the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;form attached hereto as Exhibit "H". (dg) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other All actions to be taken by Clariti and Acquisition in connection with the parties as consummation of the Closing transactions contemplated hereby and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller. Seller pursuant to may waive any condition specified in this Agreement Section 6.2 if Seller executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to such waiver shall not be delivered to considered a waiver of any other provision in this Agreement unless the Seller the Closing pursuant to Section 2.5(b))writing specifically so states.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for changes contemplated or permitted by this Agreement, (ii) for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (iii) below), and warranties other than the Purchaser’s Fundamental Representations (iii) where the failure of such the representations and warranties to be true and correct would not reasonably be expected to result result, in the aggregate, in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect (it being agreed that any materiality or Buyer Material Adverse Effect qualifications in particular representations and warranties shall be disregarded in determining whether such inaccuracies would have a Buyer Material Adverse Effect for purposes of this Section 5.2(a)); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no action, suit or proceeding shall have received a certificate dated as be pending by or before any Governmental Entity seeking to enjoin, prevent or delay consummation of the Closing Date transactions contemplated by this Agreement and signed no judgment, order, decree, stipulation or injunction enjoining, preventing or delaying consummation of the transactions contemplated by the Purchaser to the effect that the conditions set forth this Agreement shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment delivered to the Seller a certificate (the "Buyer Certificate") to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to an action, suit or proceeding involving, or a judgment, order, decree, stipulation or injunction against, the Buyer) of this Section 5.2 is satisfied; (e) the Buyer shall have either (i) effected a replacement arrangement with respect to Seller's guarantee (the "Seller Guarantee") of the Company's obligations under the Office Lease Agreement between the Company and Franklin Xxxxxxxxx Investor Services, LLC, dated as of October 8, 2001 (the "Franklin Xxxxxxxxx Lease"), reasonably satisfactory to the Seller, or (ii) delivered to the Seller an irrevocable standby letter of credit in favor of the Seller in an initial amount (the "Initial Amount") equal to the net present value (determined using a 1% discount factor) of the aggregate lease payments (including without limitation rent, taxes, penalties, late fees and other pass through expenses) due under the Lease as of the Closing Date, issued by a bank rated A or better by Standard & Poor's, in form and substance reasonably satisfactory to the Seller; provided, however, that the Initial Amount shall be recalculated on each anniversary of the Closing Date Purchase Priceto be an amount equal to the net present value (determined using a 1% discount factor) of the aggregate lease payments (including without limitation rent, taxes, penalties, late fees and other pass through expenses) due under the Lease as of such anniversary date. (f) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust or trade regulation laws shall have expired or otherwise been terminated, except (in the case of foreign antitrust or trade regulation laws) where the consummation of the transactions contemplated by this Agreement before the expiration or other termination of any such waiting period under applicable foreign antitrust or trade regulation law would not reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Seller or the ability of the Seller to consummate the transactions contemplated by this Agreement; (g) the Seller shall have (i) obtained all Third Party Consents and effected all Governmental Filings listed in Schedule 5.1(f)(i) and (ii) obtained any other Third Party Consent and effected any other Governmental Filing which, if not obtained or effected, would reasonably be expected to result in a Company Material Adverse Effect (it being understood that such payment shall be made simultaneously with the other actions failure to be taken by the parties as obtain or effect any or all of the Closing Third Party Consents and shall Governmental Filings listed in Schedule 5.1(f)(ii) would not reasonably be subject expected to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth result in Sections 7.1 and 7.2a Company Material Adverse Effect); and (eh) The Purchaser the Seller shall have executed received such other customary certificates (such as a certificate of good standing of the Buyer in its jurisdiction of incorporation and delivered certificates as to the Seller all agreements incumbency of officers and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or the Seller’s waiver in writing by writing, at or prior to the Seller in its sole discretion) Closing, of each of the following further conditions: (a) Each Other than the representations and warranties of Purchaser’s Fundamental Representations shall be true the Purchaser contained in Section 4.01 and correct Section 4.04, the representations and warranties of the Purchaser contained in all material respects, this Agreement and each any certificate or other representation and warranty of Purchase made in Article V writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) 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 if though made at and as of the Closing Date, such date (except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of those representations and warranties other than that address matters only as of a specified date, the Purchaser’s Fundamental Representations where the failure accuracy of such which shall be determined as of that specified date in all respects). The representations and warranties to of the Purchaser contained in Section 4.01 and Section 4.04 shall be true and correct would not reasonably be expected to result in a material adverse all respects on and as of the date hereof and on and as of the Closing Date with the same effect on the Purchaser’s ability to consummate the transactions contemplated hereby;as though made at and as of such date. (b) The Purchaser shall have duly performed or and complied in all material respects with all obligations agreements, covenants, and covenants conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing Date;; provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Purchaser shall have performed such agreements, covenants, and conditions, as so qualified, in all respects. (c) The Purchaser shall have delivered cash in an amount equal to the Purchase Price to Seller by wire transfer of immediately available funds, to an account designated by the Seller or its designee in accordance with Sections 2.02 and 2.03 of this Agreement. (d) The Seller shall have received a certificate certificate, dated as of the Closing Date and signed by a duly authorized officer of the Purchaser to the effect Purchaser, that each of the conditions set forth in Sections 7.3(aSection 7.03(a) and 7.3(bSection 7.03(b) have been satisfied;. (de) The Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the management of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) The Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser, certifying the names and signatures of the Persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder. (g) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and or BSPI such other documents required to be executed and delivered to or instruments as the Seller pursuant or BSPI reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Agreement.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or the Seller’s waiver in writing by writing, at or prior to the Seller in its sole discretion) Closing, of each of the following further conditions: (a) Each Other than the representations and warranties of Purchaser’s Fundamental Representations shall be true the Purchaser contained in Section 4.01 and correct Section 4.04, the representations and warranties of the Purchaser contained in all material respects, this Agreement and each any certificate or other representation and warranty of Purchase made in Article V writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) 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 if though made at and as of the Closing Date, such date (except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of those representations and warranties other than that address matters only as of a specified date, the Purchaser’s Fundamental Representations where the failure accuracy of such which shall be determined as of that specified date in all respects). The representations and warranties to of the Purchaser contained in Section 4.01 and Section 4.04 shall be true and correct would not reasonably be expected to result in a material adverse all respects on and as of the date hereof and on and as of the Closing Date with the same effect on the Purchaser’s ability to consummate the transactions contemplated hereby;as though made at and as of such date. (b) The Purchaser shall have duly performed or and complied in all material respects with all obligations agreements, covenants, and covenants conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing Date;; provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Purchaser shall have performed such agreements, covenants, and conditions, as so qualified, in all respects. (c) The Purchaser shall have delivered cash in an amount equal to the Purchase Price to Seller by wire transfer of immediately available funds, to an account designated by the Seller or its designee in accordance with Sections 2.02 and 2.03 of this Agreement. (d) The Seller shall have received a certificate certificate, dated as of the Closing Date and signed by a duly authorized officer of the Purchaser to the effect Purchaser, that each of the conditions set forth in Sections 7.3(aSection 7.03(a) and 7.3(bSection 7.03(b) have been satisfied;. (de) The Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the management of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) The Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser, certifying the names and signatures of the Persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder. (g) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and or FLHI such other documents required to be executed and delivered to or instruments as the Seller pursuant or FLHI reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Agreement.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions, any of which may be waived by Seller: (a) Each the Buyer shall have obtained at its own expense (and shall have provided copies thereof to the Seller) all of Purchaser’s Fundamental Representations the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 that are required on the part of the Buyer, all of which must be in the form as is reasonably acceptable to the Seller; (b) the representations and warranties of the Buyer that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (bc) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing Date; (c) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedClosing; (d) The Purchaser no Legal Proceeding shall have made payment be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date Purchase Pricetransactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, it being understood that and no such payment judgment, order, decree, stipulation or injunction shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andeffect; (e) The Purchaser the Buyer shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant Buyer Certificate; (f) the Buyer shall have delivered to Section 2.5(b))the Seller a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Buyer certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, 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 (ii) the names and signatures of the officers of the Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; and (g) the Buyer shall have delivered to the Seller cash in an amount equal to the Initial Purchase Price by wire transfer of immediately available funds to an account designated by the Seller.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant Buyer Certificate; (e) the Seller shall have received such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to Section 2.5(b))the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (f) the Seller shall be reasonably satisfied that the issuance and sale of the Shares, and any subsequent transfers of the Shares to the Members, are exempt from the registration requirements of the Securities Act; and (g) the Buyer or a successor entity thereto shall have received aggregate gross proceeds of at least $4.0 million from the sale of its securities.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions transaction contemplated by this Agreement is hereby shall be subject to the satisfaction (fulfillment or waiver in writing by the Seller in its sole discretion) at or prior to the Closing of each of the following further conditions: (ai) Each The Purchaser shall have fully satisfied all of Purchaser’s Fundamental its obligations under this Agreement that must be performed or fulfilled prior to Closing. (ii) The Representations of the Purchaser shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case Date with the same effect as if they had been made on the Closing Date (other than those Representations which refer to the extent that such representation and warranty refers specifically to an earlier date, in a specific date which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;dates). (biii) No statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits the consummation of the Transaction. (iv) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior delivered to the Closing Date; Seller (cin form and substance satisfactory to the Seller and its counsel) The Seller shall have received a certificate certificate, dated as the date hereof, of the Closing Date Secretary or an Assistant Secretary of the Purchaser attaching a true and signed complete copy of the resolutions of the Board of Directors of the Purchaser, and of all documents evidencing other necessary corporate or shareholder action (in form and substance satisfactory to the Seller and its counsel) taken by the Purchaser to in connection with the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;matters contemplated by this Agreement. (dv) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements (in form and other documents required substance reasonably satisfactory to be the Seller and its counsel) a consularized, sworn translated and registered power of attorney by the Parent Guarantor authorizing Xx. Xxxx Xxxxxxx de Luca Junior and Mrs. Xxx Xxxxx Xxxxxx Xxxxx Derenusson to execute this Agreement on behalf of the Parent Guarantor. (vi) The Purchaser and the Seller shall have agreed upon and executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Migration Plan.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except (i) for changes expressly permitted by this Agreement and (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct in each case to the extent all material respects as of such date), it being agreed that such representation and warranty refers specifically to an earlier date, any materiality or Buyer Material Adverse Effect qualification in which case such a representation and warranty shall have been true and correct as be disregarded for purposes of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebythis Section 5.2(a); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller other than the Pending Case, no action, suit or proceeding shall have received a certificate dated as be pending by or before any Governmental Entity seeking to prevent consummation of the Closing Date transactions contemplated by this Agreement and signed no judgment, order, decree, stipulation or injunction enjoining or preventing consummation of the transactions contemplated by the Purchaser to the effect that the conditions set forth this Agreement shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of delivered to the Closing Date Purchase Price, it being understood Seller a certificate to the effect that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser each of the conditions to specified in clauses (a) through (c) of this Section 5.2 is satisfied; (e) the Purchaser’s obligations set forth in Sections 7.1 FTC shall have granted final approval of the Consent Decree that fully resolves and 7.2dismisses the Pending Case; and (ef) The Purchaser no Buyer Material Adverse Effect shall have executed and delivered occurred or be reasonably likely to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))occur.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the Company and the Subsidiary shall have obtained all of Purchaser’s Fundamental Representations the waivers, permits, consents, approvals or other authorizations and effected all of the requisitions, filings and notices which are required to consummate the transactions contemplated by this Agreement (including, without limitation, any indicated on the Disclosure Schedule), except for any which if not obtained or effected would not reasonably be expected to have a Company Material Adverse Effect; (b) the representations and warranties of the Buyer set forth in Article III shall be true and correct in all material respects, at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent for (i) changes contemplated or permitted by this Agreement, (ii) those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (iii)) and warranties other than the Purchaser’s Fundamental Representations (iii) where the failure of such the representations and warranties to be true and correct would not reasonably be expected to result in have a material adverse effect on the Purchaser’s assets, business, financial condition or results of operations of the Buyer or on the ability of the Parties to consummate the transactions contemplated hereby;by this Agreement (it being agreed that this clause (iii) shall be inapplicable to any representations and warranties which already contain a materiality qualification). (bc) The Purchaser the Buyer shall have performed or complied with in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing; (d) the Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified in clauses (b) and (c) of this Section 5.2 is satisfied in all respects; (e) no action, suit or proceeding shall be pending by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) all applicable waiting periods (and any extensions thereof) under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or otherwise been terminated; (g) the Seller shall have received from Ropes & Gray, xxecial counsel to the Buyer, an opinion with respect to the matters set forth in Exhibit B attached hereto, addressed to the Seller and dated as of the Closing Date; (ch) The the Seller and each of its Affiliates (other than the Company or the Subsidiary) which is a guarantor of, or has provided any letter of comfort or other similar assurance with respect to, the Scheduled Arrangements shall have received a certificate dated as full and complete release of the Closing Date all liabilities thereunder in form and signed by the Purchaser substance reasonably satisfactory to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Seller; and (ei) The Purchaser the Company shall have executed and delivered to consummated the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Pre-Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Transaction listed on Attachment 4.4 as Item 3.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case (i) to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date) subject to clauses (ii) and (iii)), except in the case of representations (ii) for changes contemplated by this Agreement, and warranties other than the Purchaser’s Fundamental Representations where the failure of (iii) where, even if all such representations and warranties were to be construed as if the term “material” were omitted from such representations and warranties, the failure to be so true and correct would not reasonably be expected to result in have a material adverse effect on the Purchaser’s ability of the Buyer to consummate the transactions contemplated herebyby this Agreement; (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The the Buyer shall have delivered to the Seller the Buyer Certificate; (d) the Seller shall have received a certificate such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would affect adversely the ability of Buyer to consummate the obligations and transactions contemplated by this Agreement or the Ancillary Agreements; and (f) the Seller shall have received from counsel to the Buyer an opinion in substantially the form of Exhibit H, addressed to the Seller and dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Date.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or the Seller’s waiver in writing by writing, at or prior to the Seller in its sole discretion) Closing, of each of the following further conditions: (a) Each Other than the representations and warranties of Purchaser’s Fundamental Representations shall be true the Purchasers contained in Section 4.01 and correct Section 4.04, the representations and warranties of the Purchasers contained in all material respects, this Agreement and each any certificate or other representation and warranty of Purchase made in Article V writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) 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 if though made at and as of the Closing Date, such date (except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of those representations and warranties other than that address matters only as of a specified date, the Purchaser’s Fundamental Representations where the failure accuracy of such which shall be determined as of that specified date in all respects). The representations and warranties to of the Purchasers contained in Section 4.01 and Section 4.04 shall be true and correct would not reasonably be expected to result in a material adverse all respects on and as of the date hereof and on and as of the Closing Date with the same effect on the Purchaser’s ability to consummate the transactions contemplated hereby;as though made at and as of such date. (b) The Purchaser Purchasers shall have duly performed or and complied in all material respects with all obligations agreements, covenants, and covenants conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing Date;; provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Purchasers shall have performed such agreements, covenants, and conditions, as so qualified, in all respects. (c) The Purchasers shall have delivered cash in an amount equal to the Purchase Price to Seller by wire transfer of immediately available funds, to an escrow account designated by the Seller or its designee in accordance with Sections 2.02 and 2.03 of this Agreement. (d) The Seller shall have received a certificate certificate, dated as of the Closing Date and signed by a duly authorized officer of the Purchaser to the effect Purchasers, that each of the conditions set forth in Sections 7.3(aSection 7.03(a) and 7.3(bSection 7.03(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and. (e) The Purchaser Seller shall have executed received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchasers certifying that attached thereto are true and complete copies of all resolutions adopted by the management of the Purchasers authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) The Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchasers, certifying the names and signatures of the Persons of the Purchasers authorized to sign this Agreement and the other documents to be delivered hereunder. (g) The Purchasers shall have delivered to the Seller all agreements and or FTRK such other documents required to be executed and delivered to or instruments as the Seller pursuant or FTRK reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Agreement.

Conditions to Obligations of the Seller. The In addition to the terms and provisions of Section 2.3, the obligation of the Seller to consummate the transactions contemplated by this Agreement each Closing is subject to the satisfaction (satisfaction, or the waiver in writing by at the Seller in its sole Seller’s discretion) , of all the following further conditions: (ai) Each The Purchaser shall have performed in all material respects all of Purchaser’s Fundamental Representations its respective obligations hereunder required to be performed by it at or prior to such Closing Date, (ii) the representations and warranties of Purchaser contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality, shall be true and correct in all material respects, respects at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the such Closing Date Date, as if made at and as of such date, and (iii) the Closing Date, except in each case Seller shall have received a certificate signed by an authorized officer of the Purchaser to the extent that such representation effect set forth in clauses (i) and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as (ii) of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;this Section 8.3(a). (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received (i) a copy of the organizational documents of the Purchaser, (ii) copies of resolutions duly adopted by the Board of Directors of the Purchaser authorizing this Agreement and the Additional Agreements (if necessary) and the transaction contemplated hereby and thereby, (iii) a certificate dated as of the Closing Date and signed by Secretary or Assistant Secretary of the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment certifying each of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions foregoing and as to be taken by the parties as signatures of the Closing and shall be subject officer(s) authorized to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to execute this Agreement at and any certificate or prior to the Closing (including all certificates, documents and instruments required document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, and (iv) a recent good standing certificate regarding the Purchaser from its respective jurisdiction of organization and each other jurisdiction in which the Purchaser is qualified to the Seller the Closing pursuant to Section 2.5(b))do business.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each (X) the representations and warranties of Purchaser’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of Purchase made the Buyer set forth in Article V III (other than the representations and warranties of the Buyer set forth in Sections 3.1 and 3.2) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Buyer Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Buyer Material Adverse Effect), as of the Closing Date as if made at on the Closing Date, and (Y) the representations and warranties of the Buyer contained in Sections 3.1 and 3.2 shall be true and correct in all respects, as of the Closing Date as if made on the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier dateexcept, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of each of (X) and (Y), for changes specifically permitted by this Agreement, and for those representations and warranties other than that address matters only as of a particular date (the Purchaser’s Fundamental Representations where the failure accuracy of such representations and warranties to which shall be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebydetermined as of that particular date); (b) The Purchaser shall the Buyer shall, in all material respects, have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller shall have received a certificate dated as no judgment, order, decree, stipulation or injunction enjoining or preventing the consummation of the Closing Date and signed transactions contemplated by the Purchaser to the effect that the conditions set forth this Agreement shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser no Governmental Entity shall have made payment enacted, issued, promulgated, enforced or entered any order or Law which would have the effect of making the transactions contemplated by this Agreement illegal, otherwise permanently restraining or prohibiting consummation of such transactions or causing any of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions transactions contemplated hereunder to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andrescinded following completion thereof; (e) The Purchaser the Buyer shall have executed and delivered to the Seller the Buyer Certificate; and (f) all agreements applicable waiting periods (and other documents any extensions thereof) under any applicable Antitrust Laws shall have expired or otherwise been terminated and any consents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))thereunder shall have been obtained.

Conditions to Obligations of the Seller. The obligation In addition to the conditions set forth in Section 8.01, the obligations of the Seller to consummate the transactions contemplated by this Agreement is Closing are subject to the satisfaction (or waiver in writing waiver) by the Seller in its sole discretion) of the following further conditions: (a) Each of Purchaser’s Fundamental Representations Buyer and BRS shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied in all material respects with all of its obligations and covenants under the Transaction Documents required by this Agreement to be performed or complied with by it at on or prior to the Closing Date; (cb) The representations and warranties of Buyer and BRS contained in the Transaction Documents (except for representations and warranties that by their terms speak expressly as of a specific date) shall be true and accurate at and as of the Closing Date, as if made at and as of such date and the Seller shall have received a certificate signed by an executive officer of each of Buyer and BRS to the foregoing effect; (c) Seller shall have received from Buyer's and BRS's counsel, an opinion dated as of the Closing Date in form and signed by substance reasonably acceptable to Seller; (d) A majority-in-voting-interest of the Purchaser Shareholders of Seller shall have duly approved all transactions contemplated hereby; (e) The Board of Directors of Seller shall have received a fairness opinion to the effect that the conditions set forth transactions contemplated by this Agreement are fair, from a financial perspective, to the Shareholders of Seller, from a Person and in Sections 7.3(a) form and 7.3(b) have been satisfiedcontent reasonably satisfactory to the Board of Directors of Seller; (df) The Purchaser Seller or ABPH, as the case may be, shall have made payment obtained all consents or approvals of third parties (except for the consents or approvals of landlords for the bakery/cafe stores of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with Au Bon Pain Division) or Governmental Authorities required for the other actions to be taken by the parties as consummation of the Closing and shall be subject to satisfaction or waiver transactions contemplated by the Purchaser of the conditions to the Purchaser’s obligations set forth this Agreement, including those described in Sections 7.1 and 7.2; andSchedule 5.06; (eg) The Purchaser Buyer shall have executed and delivered to Seller an ABP Restriction Agreement substantially in the form attached hereto as Schedule 8.02(g); (h) Seller all agreements and other documents required shall have received a certificate of a duly authorized officer of Buyer to be the effect set forth on Schedule 8.02(h); (i) Seller shall have received a certificate of the Secretary or an Assistant Secretary of Buyer to the effect set forth on Schedule 8.02(i); (j) Seller shall have received a corporate good standing certificate concerning Buyer from the Secretary of State of Delaware; and (k) Buyer shall have executed and delivered to Seller all other agreements, instruments and documents contemplated in connection with the Seller pursuant to this Agreement at transactions described herein or prior to the Closing (including all certificatesin any other agreement, documents and instruments required to be instrument or document executed and/or delivered to the Seller the Closing pursuant to Section 2.5(b))in connection herewith.

Conditions to Obligations of the Seller. The obligation All obligations of the Seller hereunder to consummate be performed on the transactions contemplated by this Agreement is Closing Date are subject to to, and conditioned upon, the satisfaction (fulfillment of each of the following conditions on or waiver before the Closing Date unless waived in writing by the Seller in its sole discretion) of the following further conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations the Purchasers as set forth in this Agreement shall be true true, correct and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of complete at the Closing Date with the same force and effect as if made at and as of such date; (b) The Purchasers shall have remitted the Closing Date, except in each case full amount of the Purchase Price to the extent that such representation Escrow Agent and warranty refers specifically duly executed the Credit Transfer Notice delivered to an earlier date, in which case such representation and warranty the Escrow Agent; (c) The Seller shall have been true received any and correct as all consents, approvals or authorizations (governmental or otherwise) and make any declaration or filing with any governmental authority, or any other person, firm, corporation or other entity in connection with the execution or delivery of such earlier date, except in this Agreement or the case consummation of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (bd) The Purchaser Purchasers shall have performed or complied in all material respects with all obligations of the terms, covenants and covenants required by conditions of this Agreement to be performed or complied with by it the Purchasers at or prior to the Closing Date; (ce) The Seller Purchasers shall have received a certificate dated as paid in full its share of the Closing Date and signed by Escrow Fee (as defined in the Purchaser to Escrow Agreement) in accordance with the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedEscrow Agreement; (df) The Purchaser Purchasers shall have made payment of paid in full the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Transfer Tax; and (eg) The Purchaser Purchasers shall have executed the following documents: i. Escrow Agreement as shown on Exhibit B; ii. Credit Transfer Notice as shown on Exhibit D; and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this iii. Confidentiality Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).as shown on Exhibit E.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied with in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing; (c) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Buyer shall have delivered to the Seller the Buyer Certificate; (e) the Seller shall have received from counsel to the Buyer an opinion in substantially the form attached hereto as Exhibit E, addressed to the Seller and dated as of the Closing Date; (cf) The the Seller shall have received a certificate dated as such other certificates and instruments (including certificates of good standing of the Closing Date and signed by the Purchaser Buyer in its jurisdiction of organization, certificates as to the effect that incumbency of officers and the conditions set forth adoption of authorizing resolutions) as it shall reasonably request in Sections 7.3(a) and 7.3(b) have been satisfiedconnection with the Closing; (dg) The Purchaser Xxxxxx Xxxxxx shall have made payment of received a fully executed employment agreement from the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andBuyer; (eh) The Purchaser Buyer shall have executed entered into a mutually agreeable Service and delivered to Support Agreement with OSS Corporation (the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)"OSS Agreement").

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate carry out the transactions contemplated by this Agreement is subject are subject, at the option of the Seller, to the satisfaction (satisfaction, or waiver in writing by the Seller in its sole discretion) Seller, of the following further conditions: (a) Each All representations and warranties of Purchaser’s Fundamental Representations Buyer contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically they expressly refer to an earlier another date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser Buyer shall have performed or complied and satisfied in all material respects with all obligations covenants and covenants agreements required by this Agreement to be performed or complied with and satisfied by it Buyer at or prior to the Closing Date;Closing. (b) Buyer shall have furnished the Seller with a certified copy of all necessary action on its behalf approving its execution, delivery and performance of this Agreement. (c) The Seller shall have received a certificate dated as As of the Closing Date and signed Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Purchaser Seller) shall be pending or threatened before any Governmental Authority seeking to restrain the effect that Seller or prohibit the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;Closing or seeking Damages against the Seller as a result of the consummation of this Agreement. (d) The Purchaser Buyer shall have made payment executed the Collateral Agreements. (e) Buyer and the owner of the Closing Date Purchase Price, it being understood that such payment Leased Premises shall be made simultaneously with have executed the other actions Assignment and Assumption of Lease Agreement. (f) Buyer shall have executed the Standby Letter of Credit Agreement. (g) Buyer shall have delivered the Letter of Credit to the Seller. (h) Buyer shall have received all Permits required to operate the Business. (i) All proceedings to be taken by the parties as of Buyer in connection with the Closing transactions contemplated hereby and all documents incident thereto shall be subject reasonably satisfactory in form and substance to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 Seller and 7.2; and (e) The Purchaser its counsel, and Seller and said counsel shall have executed and delivered to the Seller received all agreements and such counterpart originals or certified or other copies of such documents required to be executed and delivered to the Seller pursuant to this Agreement at as it or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))they may reasonably request.

Conditions to Obligations of the Seller. The obligation of the Seller Sellers to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations shall be true the Buyer and correct in all material respects, and each other representation and warranty of Purchase made the Transitory Subsidiary in Article V III shall be true and correct in all respects (without regard to any Buyer Material Adverse Effect or materiality qualification) on and as of the Closing Date with the same effect as if though such representations and warranties were made at and as of the Closing Date, except in each case to the extent that such representation representations and warranty refers specifically warranties expressly relate to an earlier date, date (in which case such representation representations and warranty warranties shall have been be true and correct on and as of such earlier date); provided, except that the condition set forth in the case of representations and warranties other than the Purchaser’s Fundamental Representations where this Section 5.3(a) shall only be deemed to not have been satisfied if the failure of any such representations representation(s) and warranties warranty(ies) to be true and correct would not reasonably be expected to result in has a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect; (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would prevent consummation of the Closing Date transactions contemplated by this Agreement, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andParent the Buyer Certificate; (e) The Purchaser the Buyer Shares issuable by the Buyer pursuant to this Agreement shall have been authorized for quotation on the Nasdaq National Market; (f) a Parent Nominee shall have been appointed to the Buyer’s board of directors effective as at Closing, as a member of the class of directors whose term will expire at the annual meeting of stockholders to be held in 2008; (g) the Buyer shall have executed and delivered to the Seller all agreements and other documents required to be executed and Parent the Shareholder Agreement in the form attached hereto as Exhibit C; (h) the Buyer shall have delivered to the Seller pursuant to this Parent a Voting Agreement at or prior to executed by Xxxx X. Xxxxx in the Closing form attached hereto as Exhibit E; and (including all certificates, documents and instruments required to be delivered to i) the Seller Parent shall have received a certificate of good standing of the Closing pursuant to Section 2.5(b))Buyer from the Secretary of State of its State of incorporation.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied with, in all material respects with all obligations respects, its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andSeller the Buyer Certificate; (e) The Purchaser the Seller shall have received such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the incumbency of officers) as it shall reasonably request in connection with the Closing; (f) the Buyer and the Escrow Agent shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Escrow Agreement.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate close the transactions contemplated by this Agreement is are subject to the satisfaction (at or waiver in writing by before the Seller in its sole discretion) Closing of each of the following further conditions: (a) Each of Purchaser’s Fundamental Representations the representations and warranties of the Buyer made in or pursuant to this Agreement shall be true and correct in all material respectsrespects on and as of the Closing Date as if made on and as of the Closing Date, except that representations and warranties which address matters only as of a particular date must have been true and correct in all respects only as of the particular date, and each other the Seller shall have received a certificate signed on behalf of the Buyer to such effect and such certificate (subject to Section 6.7) shall be deemed to be a representation and warranty of Purchase made the Buyer as of the time immediately preceding the Closing. Each of the representations and warranties of the Buyer set forth in Article V Sections 5.1 and 5.2 shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date as if made at on and as of the Closing DateClosing, except in each case and the Seller shall have received a certificate signed on behalf of the Buyer to the extent that such effect and such certificate shall be deemed to be a representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct of the Buyer as of such earlier date, except in the case of representations and warranties other than time immediately preceding the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;Closing. (b) The Purchaser Buyer shall have performed or and complied in all material respects with all obligations covenants and covenants conditions required by of the Buyer under this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Closing, and the Seller shall have received a certificate dated signed on behalf of the Buyer to such effect and such certificate (subject to Section 6.7) shall be deemed to be a representation and warranty of the Buyer as of the time immediately preceding the Closing. (c) The Buyer shall have delivered all documents required to be delivered by it at the Closing Date and signed by the Purchaser pursuant to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;Section 8.3 hereof. (d) The Purchaser Subject to the terms of this Agreement, all actions, proceedings, instruments, and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions been reasonably approved as to be taken form and substance by the parties as of Seller, and the Closing Seller shall have received all documents, certificates and shall be subject to satisfaction or waiver other papers reasonably requested by the Purchaser of the conditions to the Purchaser’s obligations set forth it in Sections 7.1 and 7.2; andconnection therewith. (e) The Purchaser Guarantors shall have executed been released from all personal guarantees set forth on Schedule 6.8 which they have made on behalf of the Company or in connection with the Business on terms reasonably satisfactory to them. (f) The Company and delivered to Xxxxxx X. Xxxxxx shall have entered into the Seller all agreements Xxxxxx Employment Agreement. (g) The Company and other documents required to be executed Xxxxx Xxxx shall have entered into the Shub Employment Agreement. (h) The Company and delivered to Xxxxx X. Xxxxxx shall have entered into the Seller pursuant to this Agreement at or prior to Xxxxxx Employment Agreement. (i) The Company and Xxxx Xxxxxx shall have entered into the Closing Xxxxxx Employment Agreement. (including all certificates, documents j) The Company and instruments required to be delivered to X. Xxxxxxxx Xxxx shall have entered into the Seller the Closing pursuant to Section 2.5(b))Xxxx Employment Agreement.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (or waiver fulfillment at or prior to the Closing of the following conditions, any of which may be waived in writing whole or in part by the Seller in its sole discretion) of the following further conditionswriting: (a) Each All representations and warranties of Purchaser’s Fundamental Representations the Purchaser contained in this Agreement shall be true and correct in all material respectsrespects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that is expressly made as of a specified date, and each other representation and warranty of Purchase made in Article V which shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;specified date only). (b) The Purchaser shall have performed or and complied in all material respects with all obligations the covenants and covenants agreements required by this Agreement to be performed or complied with by it at or prior to the Closing Date;Closing. (c) The Seller All applicable waiting periods (and any extensions thereof) under the HSR Act shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have expired or otherwise been satisfied;terminated. (d) The Purchaser There shall have made payment be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken transactions contemplated by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andthis Agreement. (e) The Purchaser shall have executed and delivered to the Seller the Cash Payment (as it may be adjusted based on the Estimated Working Capital pursuant to Section 2.3(b)(ii)), the Subscription Liability Payment and all agreements of the certificates, instruments and other documents required to be executed and delivered to by the Seller pursuant to this Agreement Purchaser at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))3.3 hereof. (f) The NYT Board Approval shall have been obtained.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (ai) Each of Purchaser’s Fundamental Representations the warranties set forth in Article VI hereof shall be true true, complete and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied accurate in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to not misleading at, and as of, the Closing Date; (cii) The Seller the Purchaser shall have received a certificate dated as of performed and complied with the Closing Date and signed by the Purchaser to the effect that the conditions covenants set forth in Sections 7.3(a) 5.2, 5.3, 5.4, 5.5, 5.8, 5.10 and 7.3(b) have been satisfied5.11 hereunder in all material respects through the Closing; (diii) The Purchaser the Escrow Account shall have made payment been established prior to the Closing in accordance with the Escrow Agreement; (iv) no injunction, judgment, order, decree, ruling, or charge shall have been issued by any court or quasi-judicial or administrative agency of any national, state, local, or foreign jurisdiction or by any arbitrator the effect of which would prohibit consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as Acquisition or of any of the Closing transactions contemplated by this Agreement to which the Seller is a party; (v) the receipt of all approvals, permits, consents and shall authorizations, if any, by any relevant governmental authority, including, without limitation, the UAC, which may be subject necessary under applicable law to satisfaction or waiver consummate the transactions contemplated by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2this Agreement; and (evi) The Purchaser each participant of the Company (other than the Parties) shall have executed delivered a valid and delivered binding Participant’s Waiver or, in the alternative, the Seller has complied with and completed all procedures required under Ukrainian Law in order to validly and effectively offer the Participation Interest to each participant of the Company (other than the Parties) to give effect to any pre-emptive rights and/or rights of first refusal such participants may have in relation to the sale and transfer of the Participation Interest. The Seller all agreements may waive in whole or in part any condition specified in this Section 8.2 if in writing and other documents required to be executed and delivered to the by a duly authorized executive officer of Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditionsconditions as of the Closing: (a) Each of Purchaser’s Fundamental Representations shall be true and correct in all material respects, and each other The representation and warranty of Purchase made warranties set forth in Article ARTICLE V shall be true and correct in (disregarding all respects as of the Closing Date as if made qualifications and exceptions contained therein regarding “materiality,” “material respects,” “Material Adverse Effect” or such similar qualification) at and as of the date of this Agreement and the Closing Date, except in each case to the extent Date as though then made (other than those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters as of particular dates which case such representation and warranty shall have been be true and correct at and as of such earlier date, particular dates) except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be so true and correct has not had or would not reasonably be expected to result in have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyby this Agreement or by the other Transaction Documents; (b) The Purchaser shall have performed or complied in all material respects with all obligations of the covenants and covenants agreements required by this Agreement to be performed or complied with by it the Purchaser under this Agreement at or prior to the Closing Date;Closing; and (c) The Seller Purchaser shall have received delivered to the Seller each of the following: (i) a certificate of an executive officer of the Purchaser, dated as of the Closing Date and signed by the Purchaser to the effect Date, stating that the conditions set forth specified in Sections 7.3(a2.08(a) and 7.3(b2.08(b) have been satisfied; (dii) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with Cash Payment; (iii) the other actions to be taken Company A&R LLC Agreement signed by Purchaser; (iv) the parties as of Facilities Management Agreement signed by Purchaser; (v) the Closing Marketing and shall be subject to satisfaction or waiver SC Programming Collaboration Agreement signed by Purchaser; (vi) the Purchaser of the conditions to the Marketing and CFP Programming Collaboration Agreement signed by Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (evii) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Food Services Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))signed by Purchaser.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement Transaction is subject to the satisfaction (fulfillment prior to the specified date or waiver at the time of Closing of the following conditions with respect to Buyer, any one or more of which may be waived in writing whole or in part by the Seller in its sole discretion) of (and which unsatisfied conditions, if any, shall be deemed waived upon the following further conditions:Closing): (a) Each of Purchaser’s Fundamental Representations the representations and warranties of Buyer contained in this Agreement, any Transaction Document to which it is a party and in any certificate or other writing delivered by Buyer pursuant hereto that is expressly qualified by a reference to materiality shall be true, complete and correct as so qualified, and each of the representations and warranties of Buyer that is not so qualified shall be true and correct in all material respects, respects both when made and each other representation on and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation (other than representations and warranty refers specifically to an earlier date, in warranties which case such representation and warranty address matters only as of a certain date which shall have been true true, complete and correct as of such earlier certain date), except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of with only such representations and warranties to be true and correct exceptions as would not reasonably be expected to result in have a material adverse effect Material Adverse Effect on the Purchaser’s ability to consummate the transactions contemplated hereby;Buyer. (b) The Purchaser Buyer shall have performed or and complied in all material respects with all agreements, obligations and covenants required by set forth in this Agreement and required to be performed or complied with by it at on or prior to the Closing Date;Closing. (c) The Seller Evidence of the initiation of a wire transfer for the Cash Consideration portion of the Purchase Price shall have received a certificate been provided by Buyer to Seller. (d) Buyer shall have delivered to the Seller the following: a) A certificate, dated as of the Closing Date date of Closing, executed on behalf of Buyer by an officer of Buyer and signed by the Purchaser to the effect certifying that the conditions matters set forth in Sections 7.3(aSection 6.2(a) and 7.3(b(b) hereof have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (eb) The Purchaser shall have Duly executed and delivered to the Seller all agreements and other documents required copies of each Transaction Document to be executed and delivered to by the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Buyer.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s the Buyer set forth in ARTICLE III (other than the Buyer Fundamental Representations Representations) shall be true and correct in all material respects, as of the date of this Agreement and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (ii) below) and warranties other than the Purchaser’s Fundamental Representations (ii) where the failure of such representations and warranties to be true and correct would not reasonably be expected to result, in the aggregate, in a Buyer Material Adverse Effect (it being agreed that any materiality or Buyer Material Adverse Effect qualification in a representation and warranty shall be disregarded in determining whether any such failure would reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect for purposes of this clause (ii)); (b) The Purchaser the Buyer Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date, except for changes contemplated or permitted by this Agreement; (c) the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing Date;Closing; and (cd) The the Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Buyer Certificate; and (e) The Purchaser Pruco shall have received from the Buyer an executed and delivered to copy of the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Pruco Contract.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction (fulfillment, at or waiver prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion) of the following further conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations the Buyer contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of Purchase both when made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except or in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure that are made as of a specified date, such representations and warranties to 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”) or “Buyer Material Adverse Effect” set forth therein) would not reasonably be expected to result not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) Buyer Material Adverse Effect. The Purchaser Buyer shall have performed or complied in all material respects with all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or in all material respects prior to or at the Closing Date;Closing. The Seller shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by an officer thereof. (cb) The Seller shall have received a certificate dated as an executed counterpart of each of the Closing Date and Ancillary Agreements, signed by each party other than the Purchaser Seller or the Subsidiaries that are parties thereto. (c) The LFA Approvals, consistent with the provisions of Section 5.7, with respect to Franchises that represent, in aggregate, not less than 90% of the individually-billed subscribers of the Systems, (i) shall have been received, or (ii) shall be deemed to have been received in accordance with Section 617 of the Communications Act (47 U.S.C. Section 537), or (iii) shall not be required by applicable Law or under any applicable Franchise; provided, however, if less than 100% of the LFA Approvals have been obtained, all applicable waiting periods (including extensions) shall have expired with respect to the effect FCC Forms 394 filed in connection with requests for such LFA Approvals that have not been obtained. Solely for purposes of determining the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment applicable percentage of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to individually-billed subscriber xxxxxx Section 2.5(b), this Section 6.2(c) and Section 6.3(c), the parties shall use the number of subscribers in the Systems set forth on Schedule 6.3(c) of the Disclosure Schedules.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is hereunder are subject to the satisfaction (fulfillment to the Seller’s satisfaction, on or waiver in writing by before the Seller in its sole discretion) Closing Date, of each of the following further conditions, any or all of which may be waived in writing in whole or in part by the Seller: (a) Each All proceedings taken in connection with the transactions contemplated hereby and all instruments and documents incident thereto shall be satisfactory in form and substance to the Seller and its counsel. Without limiting the generality of Purchaserthe foregoing, the Seller shall have received copies of resolutions adopted by the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement, certified to by the Secretary of the Buyer; a certificate of incumbency relating to the Buyer’s Fundamental Representations officers; and a certificate of good standing relative to the Buyer recently certified by the Secretary of State of its state of organization. (b) The representations and warranties of the Buyer contained herein shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at on and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date;date hereof. (c) The Seller Buyer shall have received a certificate dated as in all respects performed and complied with each of the Closing Date agreements, covenants, terms and signed by the Purchaser conditions hereof applicable to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;Buyer. (d) The Purchaser Buyer shall have made payment of delivered to the Seller on the Closing Date Purchase Pricea certificate of an executive officer of Buyer, it being understood dated that date, to the effect of the provisions of Section 6.2(b) and (c) and such payment other certificates as the Seller and its counsel may reasonably request. (e) The Buyer shall be made simultaneously with have furnished to the other Seller on the Closing Date an opinion of its counsel, Xxxxx Xxxx, P.C., in substantially the form of Exhibit 6.2(e) hereto. (f) The Buyer shall have executed and delivered to Seller a Registration Rights Agreement in substantially the form of Exhibit 6.2(f) hereto. (g) No action or proceeding shall have been instituted or threatened to set aside the transactions provided for herein or to enjoin or prevent the consummation thereof. (h) All actions to be taken by the parties as Buyer at the Closing, including, without limitation, the payment of the Closing and shall be subject to satisfaction or waiver by the Purchaser cash consideration, issuance of the conditions to Buyer Shares and the Purchaser’s obligations set forth in Sections 7.1 execution and 7.2; and (e) The Purchaser delivery of all other agreements and documents, shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))been taken.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (ai) Each of Purchaser’s Fundamental Representations the warranties set forth in Article VII hereof shall be true true, complete and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied accurate in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to not misleading at, and as of, the Closing Date; (cii) The Seller the Purchaser shall have received a certificate dated as of performed and complied with the Closing Date and signed by the Purchaser to the effect that the conditions covenants set forth in Sections 7.3(a) 5.2, 5.3, 5.4, 5.5, 5.8, 5.10 and 7.3(b) have been satisfied5.11 hereunder in all material respects through the Closing; (diii) The Purchaser the Escrow Account shall have made payment been established prior to the Closing in accordance with the Escrow Agreement; (iv) no injunction, judgment, order, decree, ruling, or charge shall have been issued by any court or quasi-judicial or administrative agency of any national, state, local, or foreign jurisdiction or by any arbitrator the effect of which would prohibit consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as Acquisition or of any of the Closing transactions contemplated by this Agreement to which the Seller is a party; (v) the receipt of all approvals, permits, consents and shall authorizations, if any, by any relevant governmental authority, including, without limitation, the UAC, which may be subject necessary under applicable law to satisfaction or waiver consummate the transactions contemplated by the Purchaser this Agreement; (vi) each participant of the conditions Company (other than the Parties) shall have delivered a valid and binding Participant’s Waiver or, in the alternative, the Seller has complied with and completed all procedures required under Ukrainian Law in order to validly and effectively offer the Participation Interest to each participant of the Company (other than the Parties) to give effect to any pre-emptive rights and/or rights of first refusal such participants may have in relation to the Purchaser’s obligations set forth in Sections 7.1 sale and 7.2transfer of the Participation Interest; and (evii) The the Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller received, if necessary pursuant to Russian legislation, a license from the Central Bank of the Russian Federation in connection with its issuance of the Guarantees dated the date hereof between the Purchaser and the Seller. The Seller may waive in whole or in part any condition specified in this Agreement Section 9.2 if in writing and executed by a duly authorized executive officer of Seller at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each each of Purchaser’s Fundamental Representations shall be true the representations and correct warranties of the Buyer set forth in all material respectsARTICLE III (i) that are qualified by reference to materiality, and each other representation and warranty of Purchase made in Article V Buyer Material Adverse Effect or any similar qualification shall be true and correct in all respects as of the Closing Date as if made at date hereof and as of the Closing Date, Date as though made on the Closing Date (except in each case to the extent that such any representation and or warranty refers specifically expressly relates to an earlier a specific date, in which case such representation and warranty shall have been true and correct as of such earlier that specific date), except and (ii) that are not qualified as to materiality, individually and in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to aggregate, shall be true and correct would not reasonably be expected to result in a all material adverse effect respects as of the date hereof and as of the Closing Date as though made on the Purchaser’s ability Closing Date (except to consummate the transactions contemplated herebyextent any representation or warranty expressly relates to a specific date, in which case as of that specific date); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing, including the requirement to make the deliverables required under Section 1.3; (c) The Seller (i) the Qualification Conditions shall have received a certificate dated as been satisfied in all material respects and (ii) the MSA and Ancillary Agreements shall have been executed and shall be in full force and effect, subject only to the consummation of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedClosing; (d) The Purchaser no judgment, order, decree, stipulation or injunction shall be in effect, and no action, suit or other legal or regulatory proceeding shall be pending or shall have made payment been threatened, that would reasonably be expected to (i) prevent consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with transactions contemplated by this Agreement or (ii) cause the other actions transactions contemplated by this Agreement to be taken by the parties as rescinded following consummation of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andsuch transaction; (e) The Purchaser since the date of this Agreement a Buyer Material Adverse Effect shall have executed and delivered to not occurred; (f) the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be Buyer shall have delivered to the Seller the Closing pursuant Buyer Certificate; (g) all applicable waiting periods (and any extensions thereof) under the HSR Act or other applicable domestic or foreign antitrust or trade regulation Laws shall have expired or otherwise been terminated, except (solely in the case of foreign antitrust or trade regulation Laws) where the consummation of the transactions contemplated by this Agreement before the expiration or other termination of any such waiting period under applicable foreign antitrust or trade regulation Law would not reasonably be expected to Section 2.5(bresult in a Buyer Material Adverse Effect or any penalty, fine, restriction or other imitation or condition imposed on the Seller or its Affiliates; (h) the Buyer shall have obtained all Third Party Consents and effected all Governmental Filings listed in Schedule 5.2(h)); and (i) the Seller shall have received such other certificates and instruments (such as certificates of good standing of the Buyer in its jurisdiction of incorporation and foreign jurisdictions, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is the Closing shall be subject to the satisfaction (fulfillment, or waiver in writing by the Seller in its sole discretion) Seller, on or prior to the Closing Date of each of the following further additional conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations the Buyer contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at date of this Agreement and as of the Closing Date, except in each case to with the extent that such representation same effect as if made on and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;Closing Date. (b) The Purchaser Buyer shall have duly performed or and complied in all material respects with all obligations agreements and covenants conditions required by this Agreement and the Ancillary Documents to be performed or complied with by it at or them prior to or on the Closing Date;. (c) The Seller shall have received a certificate of an executive officer of the Buyer, dated the Closing Date, certifying that the conditions specified in paragraphs (a) and (b) of this Section 6.3, as the case may be, have been fulfilled. (d) Xxxxxx and the Buyer shall have executed and delivered the Xxxxxx License Agreement and the Xxxxxx Maintenance Agreement. (e) The Seller shall have received an opinion of Xxxxxxx & Associates, special counsel to the Buyer, substantially in the form of Exhibit B or with such changes thereto as are reasonably satisfactory to the Seller. (f) The Buyer shall have delivered to the Seller (i) certified copies of the certificate of incorporation and the by-laws of the Buyer, (ii) certified copies of resolutions of the board of directors and (if required by Applicable Law) shareholders of the Buyer approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Documents, and (iii) an incumbency certificate of the Buyer containing a certified list of the officers and directors of the Buyer authorized to sign agreements together with their specimen signatures; it being understood that all such documents shall be certified as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment Secretary or an Assistant Secretary of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Buyer.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in subject to the case of representations following clause (ii)), and warranties other than the Purchaser’s Fundamental Representations (ii) where the failure of any such representations and warranties representation or warranty to be true and correct would not reasonably be expected on an individual or aggregate basis to result in a material adverse effect on the Purchaser’s ability Buyer Material Adverse Effect (it being agreed that any materiality or Buyer Material Adverse Effect qualification in a representation and warranty shall be disregarded in determining whether any such failure would reasonably be expected to consummate the transactions contemplated herebyresult in a Buyer Material Adverse Effect for purposes of this clause (ii)); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller shall have received a certificate dated as no judgment, order, decree, stipulation or injunction enjoining or preventing the consummation of the Closing Date and signed transactions contemplated by the Purchaser to the effect that the conditions set forth this Agreement shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser Buyer shall have executed and delivered to the Seller all agreements and other documents required to be executed and the Buyer Certificate; and (e) each deliverable of the Buyer under Section 1.3(b) shall have been delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Seller.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (or waiver fulfillment at or prior to the Closing of the following conditions, any of which may be waived in writing whole or in part by the Seller in its sole discretion) of the following further conditionswriting: (a) Each All representations and warranties of Purchaser’s Fundamental Representations the Purchaser contained in this Agreement shall be true and correct in all material respects, respects at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date with the same effect as if though such representations and warranties were made at and as of the Closing Date, except in each case to the extent (other than any representation or warranty that such representation and warranty refers specifically to an earlier is expressly made as of a specified date, in which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;specified date only). (b) The Purchaser shall have performed or and complied in all material respects with all obligations the covenants and covenants agreements required by this Agreement to be performed or complied with by it at or prior to the Closing Date;Closing. (c) The Seller All applicable waiting periods (and any extensions thereof) under the HSR Act shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have expired or otherwise been satisfied;terminated. (d) The Purchaser There shall have made payment be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken transactions contemplated by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andthis Agreement. (e) The Purchaser shall have executed and delivered to the Seller the Cash Payment and all agreements of the certificates, instruments and other documents required to be executed and delivered to by the Seller pursuant to this Agreement Purchaser at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))3.3 hereof. (f) The FCC shall have granted its consent to the FCC Applications and such consent shall have become a Final Order. (g) The Purchaser and the Escrow Agent shall have entered into the Post-Closing Escrow Agreement.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to sell the Purchased Shares and the Safe Income Notes and to consummate the other transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Seller to the extent permitted by applicable Law: (a) the Major Regulatory Approvals and the Corporation Third Party Consents which the Seller and the Purchaser have agreed in writing on or prior to the date hereof would need to be obtained shall have been obtained except those Corporation Third Party Consents for which the failure to obtain, individually or in aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Seller or the Corporation or prohibit the consummation of the transaction contemplated by this Agreement; (b) there shall not have been instituted or be pending any Action before any court or other Governmental Entity in Canada or the United States by any Governmental Entity of Canada or the United States seeking to prohibit the consummation of the transactions contemplated by this Agreement Agreement; (c) no Canadian or United States court or other Governmental Entity in Canada or the United States shall have enacted, issued, promulgated, enforced or entered any Order which is subject to in effect and prohibits the satisfaction (or waiver in writing by the Seller in its sole discretion) consummation of the following further conditions:transactions contemplated by this Agreement; (ad) Each the representations and warranties of Purchaser’s Fundamental Representations the Purchaser made in or pursuant to this Agreement shall be true and correct in all material respects, respects at Closing with the same force and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date effect as if made at and as of the Closing Date, Time; provided that the representations and warranties in subsection 3.2(d) with respect to the Structural Information shall be true and correct in all material respects at Closing with same force and effect as if made at and as of the Closing Time except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been the information contained therein is not so true and correct as a result of such earlier dateany change or modification to, except in or deviation from, the case structure and governance of representations and warranties other than Purchaser set forth therein as a result of the Purchaser’s Fundamental Representations where performance by the failure Purchaser of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyits obligations under Section 4.2, 4.3 or 4.4; (be) The Purchaser shall have performed or complied the covenants contained in all material respects with all obligations and covenants required by this Agreement to be performed or complied with or performed by it at the Purchaser shall have been complied with or prior to the Closing Dateperformed in all material respects; (cf) The the Seller shall have received a certificate dated as confirming the matters set forth in subsections 5.2(b) and 5.2(e), signed for and on behalf of the Closing Date Purchaser by a senior officer of the Purchaser, in form and signed by the Purchaser substance satisfactory to the effect that Seller, acting reasonably; and (g) the Opinion of Purchaser’s Counsel shall have been delivered to the Seller. The conditions set forth in Sections 7.3(asubsections 5.2(d) and 7.3(bto 5.2(g) have been satisfied; (d) The Purchaser shall have made payment are for the sole benefit of the Closing Date Purchase Price, it being understood that such payment shall Seller and may be made simultaneously with the other actions to be taken waived by the parties as of the Closing Seller, by express or specific action to that effect, in whole or in part at any time and shall be subject from time to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth time in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))its sole discretion.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in this Agreement that are qualified by materiality shall be true and correct in all respects, and those representations and warranties not so qualified shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing DateClosing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied with in all material respects with its agreements and covenants, and shall have satisfied all obligations and covenants conditions, in each case required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending or in effect wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent, or result in substantial Damages in respect of, the consummation of the Closing Date and signed transactions contemplated by this Agreement or (ii) cause the Purchaser transactions contemplated by this Agreement to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedbe rescinded following consummation; (d) The Purchaser none of the Parties shall have made payment received written notice from any Governmental Entity of (i) its intent to institute any Legal Proceeding to restrain or enjoin or nullify this Agreement or the Closing Date Purchase Pricetransactions contemplated hereby, it being understood that or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of this Agreement or (ii) the actual commencement of such payment an investigation; (e) the Buyer shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions have delivered to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Seller an executed counterpart to the Krillion License Agreement; (f) the Buyer shall have delivered to the Seller an executed counterpart to the License Agreement; and (eg) The Purchaser the Buyer shall have executed and delivered to the Seller all agreements and other documents required to be an executed and delivered counterpart to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Escrow Agreement.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing Dateor the Seller shall have waived such performance or compliance; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).Buyer Certificate;

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is Acquisition and effect the Closing shall be subject to the satisfaction (or or, in the sole and absolute discretion of the Seller, waiver in writing by the Seller in its sole discretion) Seller, at or prior to the Closing, of each of the following further conditions: (a) Each of (i) The Purchaser’s Fundamental Representations shall be true and correct in all material respects, respects as of the date of this Agreement and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date, except in each case to the extent Date (other than those Purchaser’s Fundamental Representations that such representation and warranty refers specifically to an earlier are made as of a specified date, in which case case, such representation representations and warranty warranties shall have been be so true and correct in all material respects as of such date), (ii) the representations and warranties of the Purchaser in Article V (other than the Purchaser’s Fundamental Representations) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct as of such earlier date), in each case, disregarding all qualifications or limitations as to “materiality” or any similar qualifications therein, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on prevent or materially impair or delay the Purchaser’s ability to consummate Purchaser from performing its obligations under this Agreement or from consummating the transactions contemplated hereby; hereby and (biii) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received a certificate dated as signed by a senior officer of the Closing Date Purchaser to such effect. (b) The covenants, obligations and signed agreements contained in this Agreement to be performed and complied with by the Purchaser at or before the Closing shall have been performed and complied with in all material respects, and the Seller shall have received a certificate signed by a senior officer of the Purchaser to such effect. (c) The waiting periods or clearances required under the effect that Antitrust Laws in the conditions jurisdictions set forth in Sections 7.3(aon Section 9.01(c) and 7.3(b) of the Seller Disclosure Letter shall have expired or been satisfied;terminated or otherwise obtained. (d) The Purchaser No Law shall have made payment been enacted, entered or promulgated, and no Governmental Order shall have been issued by any court or other Governmental Authority, that remains in effect and that (i) enjoins or otherwise prohibits the consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with or the consummation of the other actions to be taken transactions contemplated by this Agreement or (ii) (A) enjoins or otherwise prohibits the consummation of the transactions contemplated by the parties as of the Closing Ancillary Agreements and shall be subject to satisfaction (B) such injunction or waiver by the Purchaser of the conditions to prohibition would materially and adversely impact the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andability to operate the Business following the Closing. (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required delivered, or caused to be executed delivered, all documents, instruments and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments certificates required to be delivered to the Seller the Closing pursuant to set forth in Section 2.5(b)2.07(b).

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or waiver in writing by the Seller in its sole discretion) Seller’s waiver, at or prior to the Closing, of each of the following further conditions:: {N0221423 } 63 (a) Each The representations and warranties of Purchaser’s Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto (other than the Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V the Buyer) shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if though made at and as of the Closing Date, such date (except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of those representations and warranties other than that address matters only as of a specified date, the Purchaser’s accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations where of the failure of such representations Buyer contained in this Agreement, the other Transaction Documents and warranties to any certificate or other writing delivered pursuant hereto shall be true and correct would not reasonably in all respects on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be expected determined as of that specified date in all respects). The Seller shall have received a certificate to result in a material adverse that effect on dated the Purchaser’s ability to consummate Closing Date and signed by the transactions contemplated hereby;Buyer. (b) The Purchaser Buyer shall have duly performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it at or prior to or on the Closing Date;; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. The Seller shall have received a certificate to that effect dated the Closing Date and signed by the Buyer. (c) The Seller shall have received the ESOP Opinion in a certificate form reasonably acceptable to the Seller, dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;Date. (d) The Purchaser Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Sections 7.1 and 7.2; andherein including pursuant to Section 3.2(b). (e) The Purchaser binder for the RWI Policy shall have executed be in full force and delivered effect and there shall be no subjectives to the Seller all agreements issuance of the RWI Policy remaining unsatisfied other than the payment of premium by Buyer and such other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))administrative subjectives as set forth in such binder.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated to be performed by this Agreement is them in connection with the Closing are subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations the Purchaser set forth in Article IV above shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to date of the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyClosing; (b) The Purchaser shall have performed or and complied with all of its covenants hereunder in all material respects with all obligations and covenants required through the Closing; (c) No action, suit or Proceeding shall be pending or threatened before any Court or quasi-judicial or administrative agency of any federal, provincial, county, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, Order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, Order, decree, ruling, or complied with by it at or prior to the Closing Date; (c) The Seller charge shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect); (d) The Seller and the Purchaser shall have made payment received all authorizations, consents, and approvals of Governmental Entities, including the Closing Date Purchase PriceCSE, it being understood if required, that such payment shall be made simultaneously with are necessary to consummate the other actions to be taken transactions contemplated by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andthis Agreement; (e) The Purchaser and each of Messrs. XxxXxxx and Duck shall have entered into the Consulting Agreements on terms and conditions mutually acceptable for the Purchaser, the Seller and Messrs. XxxXxxx and Duck; (f) All actions to be taken by Purchaser in connection with the consummation of the transaction contemplated hereby and all agreements, including this Agreement, certificates, opinions, instruments, and other documents, including the Transaction documents, required to affect the transactions contemplated hereby will be reasonably satisfactory in form and substance, and executed and delivered delivered, if applicable, to the Seller all agreements Seller; (g) The Purchaser shall have provided evidence of business and other documents required to be executed operating insurance at the Brantford Facility; and (h) The Purchaser and delivered to the Seller pursuant to this Agreement at or prior to shall have entered into each of: (i) the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).Profit Sharing Agreement;

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Buyer shall have delivered to the Seller the Buyer Certificate; (e) the Buyer shall have entered into a sublease or assignment of the Lease reasonably satisfactory to Seller, or Buyer shall have entered into a new lease with the landlord of the property underlying the Lease; (f) no Buyer Material Adverse Effect shall have occurred; (g) the Seller shall have received such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (h) the Seller shall be reasonably satisfied that the issuance and sale of the Shares, and any subsequent transfers of the Shares to the Members, are exempt from the registration requirements of the Securities Act and are exempt from the prospectus and registration requirements of applicable Canadian securities laws, and comply with the rules of the Toronto Stock Exchange; (i) The Seller shall have received a certificate copies of correspondence indicating that the Shares have been conditionally approved for listing on the Toronto Stock Exchange on the Closing Date subject to compliance with standard Toronto Stock Exchange conditions; and (j) The Seller shall have received an opinion from counsel to the Buyer in substantially the form attached hereto as Exhibit E, addressed to the Seller and dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Date.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate carry out the transactions contemplated by this Agreement is subject are subject, at the option of Seller, to the satisfaction (satisfaction, or waiver in writing by the Seller in its sole discretion) of the following further conditions:conditions (it being understood that upon the occurrence of the Closing, all of such conditions shall be deemed to have been satisfied or waived): (a) Each Buyer shall have furnished Seller with a certified copy of Purchaser’s Fundamental Representations all necessary corporate action on its behalf approving its execution, delivery and performance of this Agreement. (b) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, respects at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if such representations and warranties were made at and as of the Closing DateClosing, except in each case to for changes contemplated by the extent that such representation terms of this Agreement, and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser Buyer shall have performed or complied and satisfied in all material respects with all obligations covenants and covenants agreements required by this Agreement to be performed or complied with and satisfied by it Buyer at or prior to the Closing Date;Closing. (c) The As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Seller) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or prohibit the Closing or seeking Damages against the Company as a result of the consummation of this Agreement. (d) Seller shall have received a certificate the opinion of Xxxxxxxxx Xxxxxxx, P.A., counsel to Buyer, dated as of the Closing Date Date, in form and signed by substance reasonably satisfactory to the Purchaser Company, to the effect that the conditions set forth in of Sections 7.3(a) 4.01, 4.02 and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment 4.03(i). In rendering such opinion, Xxxxxxxxx Traurig may rely as to factual matters on certificates of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as officers and directors of the Closing Buyer and shall be subject to satisfaction or waiver by the Purchaser on certificates of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andgovernmental officials. (e) The Purchaser Buyer (or, at Buyer's option, the Buyer subsidiary that will acquire the Assets and operate the Business) shall have executed and delivered to Xxxxx Xxxxx the Seller all agreements and other documents required to be Employment Agreement in the form attached hereto as EXHIBIT A (the "Employment Agreement"). (f) Buyer shall have executed and delivered to Seller the Seller pursuant to this Set-Off Escrow Agreement at or prior to the Closing attached hereto as EXHIBIT D. (including all certificates, documents g) HEICO Aerospace shall have executed and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).Guaranty Agreement attached hereto as EXHIBIT E.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or waiver in writing by waiver, at or prior to the Seller in its sole discretion) Closing, of each of the following further conditions: (ai) Each Buyer shall have performed and complied with in all material respects all of Purchaser’s Fundamental Representations its obligations hereunder required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto (A) that are qualified by materiality or Material Adverse Effect shall be true and correct and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects, in each case at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of such date (except that representations and warranties that by their terms speak as of the Closing Datedate of this Agreement or some other date need be true and correct, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been or true and correct in all material respects, as the case may be, only as of such earlier specified date, except in ); and (iii) Seller shall have received a certificate signed by the case Chief Executive Officer of representations and warranties other than Buyer to the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;foregoing effect. (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received an opinion of Txxxxx X. Xxxxxx, special counsel to Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, with respect to the matters specified in Sections 4.01, 4.02 and 4.04. (c) Seller shall have received all documents they may reasonably request relating to the existence of Buyer and the authority of Buyer for this Agreement, all in form and substance reasonably satisfactory to Seller, including a certificate dated as true and complete copy, certified by the Secretary or Assistant Secretary of Buyer, of the Closing Date resolutions duly and signed validly adopted by the Purchaser to Board of Directors of Buyer evidencing its authorization of the effect that execution and delivery of this Agreement and consummation of the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;transactions contemplated hereby. (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment FCC Consent shall be made simultaneously with the other actions to be taken by the parties as of the Closing a Final Order and shall be subject contain no provision materially adverse to satisfaction any of Seller, Seller’s Affiliates, or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Stations.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (ai) Each of Purchaser’s Fundamental Representations the representations and warranties set forth in section 4 above shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (bii) The Purchaser the Buyer shall have performed or and complied with all of its covenants hereunder in all material respects with through the Closing; (iii) all obligations and covenants required of the third party consents identified on Exhibit C have been procured; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or complied charge shall be in effect); (v) the Buyer shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in section 6(b)(i)-(iv) is satisfied in all respects; (vi) the Seller shall have received from counsel to the Buyer an opinion with by it at or prior respect to the matters set forth in Exhibit F attached hereto, addressed to the Seller and dated as of the Closing Date; (cvii) The the Seller shall have received a certificate dated as obtained the approval of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedthis transaction from its Board of Directors; (dviii) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other all actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller. The Seller pursuant to may waive any condition specified in this Agreement section 6(b) if it executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller Sellers to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations shall be true the Buyer and correct in all material respects, and each other representation and warranty of Purchase made the Transitory Subsidiary in Article V III shall be true and correct in all respects (without regard to any Buyer Material Adverse Effect or materiality qualification) on and as of the Closing Date with the same effect as if though such representations and warranties were made at and as of the Closing Date, except in each case to the extent that such representation representations and warranty refers specifically warranties expressly relate to an earlier date, date (in which case such representation representations and warranty warranties shall have been be true and correct on and as of such earlier date); provided, except that the condition set forth in the case of representations and warranties other than the Purchaser’s Fundamental Representations where this Section 5.3(a) shall only be deemed to not have been satisfied if the failure of any such representations representation(s) and warranties warranty(ies) to be true and correct would not reasonably be expected to result in has a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect; (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would prevent consummation of the Closing Date transactions contemplated by this Agreement, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andParent the Buyer Certificate; (e) The Purchaser the Buyer Shares issuable by the Buyer pursuant to this Agreement shall have been authorized for quotation on the Nasdaq National Market; (f) a Parent Nominee shall have been appointed to the Buyer’s board of directors effective as at Closing, as a member of the class of directors whose term will expire at the annual meeting of stockholders to be held in 2008; (g) the Buyer shall have executed and delivered to the Seller all agreements and other documents required to be executed and Parent the Shareholder Agreement in the form attached hereto as Exhibit C; (h) the Buyer shall have delivered to the Seller pursuant to this Parent a Voting Agreement at or prior to executed by Rxxx X. Xxxxx in the Closing form attached hereto as Exhibit E; and (including all certificates, documents and instruments required to be delivered to i) the Seller Parent shall have received a certificate of good standing of the Closing pursuant to Section 2.5(b))Buyer from the Secretary of State of its State of incorporation.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (satisfaction, or waiver in writing by the Seller in its sole discretion) Seller, of the following further conditions: (ai) Each All of Purchaser’s Fundamental Representations Buyer's representations and warranties in this Agreement (considered collectively), and each of these representatives and warranties (considered individually), shall be true and correct have been accurate in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at date of this Agreement, and shall be accurate in all material respects as of the time of the Closing Date, except in each case to as if then made; (ii) the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty Buyer shall have been true paid the Purchase Price and correct as shall have performed and complied with all of such earlier dateits other covenants hereunder in all material respects through the Closing; (iii) there shall not be in effect any injunction, except in judgment, order, decree, ruling or charge of any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or any arbitrator which prohibits consummation of any of the case transactions contemplated by this Agreement; (iv) the Seller shall have received the consent and approval of representations this Agreement and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (bv) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby, including payment and shall be subject to satisfaction or waiver by the Purchaser delivery of the conditions Purchase Price and all other material documents (other than the Exhibits hereto) required to effect the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall transactions contemplated hereby will have been executed and delivered in form and substance reasonably satisfactory to the Seller. The Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to may waive any condition specified in this Agreement at or ss.6(b), either in writing prior to Closing or by consummation of the Closing (including all certificates, documents and instruments required to be delivered to transactions contemplated hereby at the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the --------------------------------------- Seller to consummate effect the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction (fulfillment at or waiver in writing by prior to the Seller in its sole discretion) Closing Date of the following further additional conditions: (a) The Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Buyer on or prior to the Closing Date; (b) Each of Purchaser’s Fundamental Representations the representations and warranties of the Buyer contained in this Agreement, which representations and warranties shall be deemed for purposes of this Section 8.3(b) not to include any qualification or limitation with respect to materiality or immateriality, shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at date of this Agreement and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct correct, in the aggregate, would not reasonably be expected to result prevent, materially delay or materially impair the ability of the Buyer to perform and comply with its obligations under this Agreement, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser which case such representation or warranty shall have performed or complied be true in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date;as of such date. (c) The Seller shall have received a certificate dated as from an authorized officer of the Buyer, dated the Closing Date and signed by the Purchaser Date, to the effect that that, to the best of such officer's knowledge, the conditions set forth in Sections 7.3(a8.3(a) and 7.3(b8.3(b) have been satisfied;; and (d) The Purchaser Buyer shall have made payment taken all of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously actions with the other actions respect to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations employee plans set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))7.8.

Conditions to Obligations of the Seller. The obligation obligations of the Seller and Xx. Xxxxxxxxx to consummate the transactions contemplated hereby and to take the other actions required to be taken by this Agreement is them in connection with the Closing are subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (ai) Each of Purchaser’s Fundamental Representations the representations and warranties set forth in §5 above shall be true and correct in all material respectsrespects (except for representations and warranties which are qualified by materiality, which representations and each other representation and warranty of Purchase made in Article V warranties shall be true and correct in all respects as of the Closing Date as if respects) both when made and at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (bii) The Purchaser Buyer shall have performed or and complied with each of its covenants hereunder in all material respects with all obligations and covenants required through or at the Closing; (iii) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or complied with by it at charge shall be in effect); (iv) The Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(ii) is satisfied in all respects, and that no action, suit or prior proceeding of the type described in §7(b)(iii) has been brought or threatened against Buyer or its assets; (v) The Buyer shall have delivered to the Seller a Secretary’s Certificate, in standard form, certifying as to the Buyer’s charter, bylaws, good standing certificates and resolutions of the directors thereof approving the transactions contemplated hereby and the incumbency of the Persons signing the same on behalf of such entity; (vi) The Seller shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit I attached hereto, addressed to the Seller, and dated as of the Closing Date; (cvii) The Seller Buyer shall have received delivered a stock certificate dated as representing Two Million Eight Hundred Fifty Seven Thousand One Hundred Forty Three (2,857,143) shares of the Closing Date and signed by Buyer’s common stock (the Purchaser “Shares”), which Shares shall be subject to the effect that the conditions restrictions set forth in Sections 7.3(a§8(j) and 7.3(b) have been satisfiedbelow; (dviii) The Purchaser Buyer shall have made payment of executed and delivered the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with Lease and the other Employment Agreement; and (ix) All actions to be taken by the parties as Buyer in connection with consummation of the Closing transactions contemplated hereby and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller. The Seller pursuant to may waive any condition specified in this Agreement §7(b) if the Seller executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) on or prior to the Closing Date of the following further conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article V or in any Ancillary Document and in any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects, in each case at and each other representation as of the Effective Date and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date with the same effect as if though made at and as of the Closing Date, Date (except in each case to the extent that such representation and warranty refers specifically to an earlier expressly made as of another date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;). (b) The Purchaser the Buyer shall have performed or complied with, in all material respects with respects, all obligations of its covenants and covenants agreements hereunder that are required by this Agreement to be performed or complied with by it at on or prior to the Closing Date; (c) The Seller the Buyer shall have received delivered to the Seller a certificate dated executed as of the Closing Date and signed by an executive officer of the Purchaser Buyer to the effect that each of the conditions set forth specified in Sections 7.3(a9.2(a) and 7.3(b(b) have been above is fully satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations terms set forth in Sections 7.1 2.2 and 7.2the satisfaction of the condition set forth in Section 9.1(f), the Buyer shall have assumed the Purchased Contracts (including the Newnan Union Contract with respect to the Transferred Union Employees); (e) there shall not be any judgment, order, decree, stipulation, injunction or charge in effect preventing consummation of the transactions contemplated by this Agreement; and (ef) The Purchaser the Buyer shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered Seller: (i) the Purchase Price by wire transfer of immediately available funds to the Seller pursuant to this account or accounts designated by the Seller; (ii) a duly executed counterpart of the Xxxx of Sale and Assignment and Assumption Agreement at or prior to the Closing (including all certificates, documents and instruments required to a separate Lease Assignment and Assumption if such separate Lease Assignment and Assumption must be delivered to by the Seller to a landlord in accordance with Section 9.2(f)(ii); (iii) a duly executed counterpart of the Closing pursuant to Section 2.5(b)Assignment of Trademarks; (iv) a duly executed counterpart of the Assignment of Patents; (v) a duly executed counterpart of the Transition Administrative Services Agreement; and (vi) applicable sales tax exemption certificate(s).

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the Buyer shall have obtained (and shall have provided copies thereof to the Seller) all of Purchaser’s Fundamental Representations the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Buyer; (b) the representations and warranties of the Buyer set forth in the first sentence of Section 3.1 and in Sections 3.2 and 3.4 as well as any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (bc) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (cd) The no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Buyer shall have delivered to the Seller the Buyer Certificate; (f) the Buyer shall have entered into a sublease or assignment of the Lease reasonably satisfactory to Seller, or Buyer shall have entered into a new lease with the landlord of the property underlying the Lease; (g) the Seller shall have received a certificate such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (h) the Seller shall be reasonably satisfied that the issuance and sale of the Shares to the Shareholders, are exempt from the registration requirements of the Securities Act; (i) the Buyer shall have received aggregate gross proceeds of at least $4.0 million from the sale of its securities, and Buyer shall commence public trading of its common stock with no fewer than four active market makers; (j) contemporaneously with the Closing, Buyer shall have acquired one or more additional businesses which, when combined with the annualized revenue of the business acquired from Seller, shall be generating annualized revenue reasonably expected to exceed $8.9 million; and (k) the Seller shall have received an opinion from counsel to the Buyer in substantially the form attached hereto as Exhibit G, regarding (i) the authorization of the Buyer to execute and deliver this Agreement, the Ancillary Agreements and the Secured Promissory Note and to perform its obligations hereunder and thereunder, and (ii) the due authorization and valid issuance of the Shares, addressed to the Seller and dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Date.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is hereby are subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations Parent and Buyer set forth in Section 3 which are qualified as to materiality shall be true and correct in all respects, and those which are not qualified as to materiality shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date or as of the date of this Agreement (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier datedate in all respects, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be or true and correct would not reasonably be expected to result as of such date in a all material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyrespects, as applicable); (b) The Purchaser each of Parent and Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Parent and Buyer shall have delivered to the Seller a certificate (the "Buyer Certificate") of their respective Chief Executive Officers or Chief Financial Officers to the effect that each of the conditions specified in clauses (a) and (b) of this Section 5.3 is satisfied. (d) the Amended and Restated Registration Rights Agreement, by and among Parent, Seller, and the other parties named therein, substantially in the form attached hereto as Exhibit D (the "Registration Rights Agreement") shall have been executed and delivered by each of the parties thereto other than the Seller. (e) the Escrow Agreement shall have been executed and delivered by the Parent and the Buyer. (f) the Seller shall have received a certificate from Xxxx and Xxxx LLP, counsel to the Parent and the Buyer, an opinion with respect to the matters set forth in Exhibit E hereto, dated as of the Closing Date Date. (g) the Seller shall have received such other certificates and signed by the Purchaser to the effect that the conditions instruments as set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))6.2.

Conditions to Obligations of the Seller. The obligation of the Seller --------------------------------------- to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing; (c) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (d) the Buyer shall have delivered to the Seller the Buyer Certificate; (e) the Seller shall have received from counsel to the Buyer an opinion in substantially the form attached hereto as Exhibit J, addressed to the --------- Seller and dated as of the Closing Date; (cf) the Seller shall have received such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (g) the Seller shall have received from the Buyer the executed Registration Rights Agreement, Transition Services Agreement and Master Services Agreement; (h) the Buyer shall have appointed to its Board of Directors an individual designated by the Seller who will serve until the Buyer's next annual stockholders' meeting at which directors are elected, and subject to Section 5.12, such person will serve until his successor is duly elected and qualified; and (i) The Seller shall have received a certificate dated as letters of the Closing Date resignation from Xxxx Xxxxxxx and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that Xxxx Xxxxxxxxx under which such payment shall be made simultaneously individuals voluntarily terminate their employment with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or effective immediately prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement hereunder is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions:conditions (any of which may be waived by the Seller): (a) Each the Purchaser shall have delivered, or if the Purchase Price has been deposited with the Escrow Agent, caused the Escrow Agent to have delivered, to the Seller the Purchase Price by wire transfer of Purchaser’s Fundamental Representations immediately available funds to an account or accounts designated by Seller, by notice to Purchaser and the Escrow Agent; (b) (i) the representations and warranties of the Purchaser set forth in this Agreement and in all documents delivered to the Seller hereunder and thereunder shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date; (ii) no order, except in each case to the extent that such representation and warranty refers specifically to an earlier datewrit, in which case such representation and warranty injunction or decree shall have been true entered and correct as of such earlier datebe in effect that restrains, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated hereby; by this Agreement; and (biii) The the Purchaser shall have performed or complied in all material respects with all each of the obligations and covenants required by this Agreement to be performed or complied with by it at under this Agreement on or prior to the Closing Date; (c) The Seller the Stockholder Notice Period shall have received expired; (d) the NMFS Consent shall have been obtained and copy thereof provided to the Seller; (e) the Purchaser shall have delivered to the Seller a certificate dated of the Chief Executive Officer of the Purchaser confirming compliance with the conditions set forth in Section 8.1(b); (f) the Purchaser shall have delivered to the Seller a Certificate of the Secretary or Assistant Secretary of the Purchaser, together with true and correct copies of the Purchaser’s articles of incorporation and bylaws of the Purchaser, and all amendments thereto, true and correct copies of the resolutions of the Purchaser’s board of directors and the Special Committee authorizing or ratifying the execution, delivery and performance of this Agreement, and the names of the officer or officers of the Purchaser authorized to sign this Agreement and the other Transaction Documents to which Purchaser is a party, together with a sample of the true signature of each such officer; (g) the Purchaser’s counsel (which may include Xxxx X. Held, the Purchaser’s Executive Vice President and General Counsel, the law firm of Xxxx Xxxx Peek Xxxxxxxx and Xxxxxx, and/or the law firm of Liskow & Xxxxx) shall have delivered its legal opinion in the form of Exhibit D annexed hereto; (h) TM Capital Corp. shall have delivered to the Purchaser a certificate in which it shall have confirmed the TM Capital Solvency Opinion as of the Closing Date and signed by the Seller’s right to continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling or unavailable to deliver such certificate, the Purchaser shall use its reasonable best efforts to the effect that the conditions set forth in Sections 7.3(a) engage another investment banking firm and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, provide it being understood that such payment shall be made simultaneously with the other actions to be taken by necessary background materials for the parties as purposes of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2delivering such certificate; and (ei) The the Purchaser shall have executed and delivered to the Seller all agreements and such other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments as may be reasonably required to be delivered consummate the transactions contemplated by this Agreement and to comply with the Seller the Closing pursuant to Section 2.5(b))terms hereof.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement hereunder is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions:conditions (any of which may be waived by the Seller): (a) Each the Purchaser shall have delivered, or if the Purchase Price has been deposited with the Escrow Agent, caused the Escrow Agent to have delivered, to the Seller the Purchase Price by wire transfer of Purchaser’s Fundamental Representations immediately available funds to an account or accounts designated by Seller, by notice to Purchaser and the Escrow Agent; (b) (i) the representations and warranties of the Purchaser set forth in this Agreement and in all documents delivered to the Seller hereunder and thereunder shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date; (ii) no order, except in each case to the extent that such representation and warranty refers specifically to an earlier datewrit, in which case such representation and warranty injunction or decree shall have been true entered and correct as of such earlier datebe in effect that restrains, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated hereby; by this Agreement; and (biii) The the Purchaser shall have performed or complied in all material respects with all each of the obligations and covenants required by this Agreement to be performed or complied with by it at under this Agreement on or prior to the Closing Date; (c) The Seller the Stockholder Notice Period shall have received expired; (d) the NMFS Consent shall have been obtained and copy thereof provided to the Seller; (e) the Purchaser shall have delivered to the Seller a certificate dated of the Chief Executive Officer of the Purchaser confirming compliance with the conditions set forth in Section 8.1(b); (f) the Purchaser shall have delivered to the Seller a Certificate of the Secretary or Assistant Secretary of the Purchaser, together with true and correct copies of the Purchaser’s articles of incorporation and bylaws of the Purchaser, and all amendments thereto, true and correct copies of the resolutions of the Purchaser’s board of directors and the Special Committee authorizing or ratifying the execution, delivery and performance of this Agreement, and the names of the officer or officers of the Purchaser authorized to sign this Agreement and the other Transaction Documents to which Purchaser is a party, together with a sample of the true signature of each such officer; Table of Contents (g) the Purchaser’s counsel (which may include Xxxx X. Held, the Purchaser’s Executive Vice President and General Counsel, the law firm of Xxxx Xxxx Peek Xxxxxxxx and Xxxxxx, and/or the law firm of Liskow & Xxxxx) shall have delivered its legal opinion in the form of Exhibit D annexed hereto; (h) TM Capital Corp. shall have delivered to the Purchaser a certificate in which it shall have confirmed the TM Capital Solvency Opinion as of the Closing Date and signed by the Seller’s right to continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling or unavailable to deliver such certificate, the Purchaser shall use its reasonable best efforts to the effect that the conditions set forth in Sections 7.3(a) engage another investment banking firm and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, provide it being understood that such payment shall be made simultaneously with the other actions to be taken by necessary background materials for the parties as purposes of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2delivering such certificate; and (ei) The the Purchaser shall have executed and delivered to the Seller all agreements and such other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments as may be reasonably required to be delivered consummate the transactions contemplated by this Agreement and to comply with the Seller the Closing pursuant to Section 2.5(b))terms hereof.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s the Buyer set forth in ARTICLE III (other than the Buyer Fundamental Representations Representations) shall be true and correct in all material respects, as of the date of this Agreement and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (ii) below) and warranties other than the Purchaser’s Fundamental Representations (ii) where the failure of such representations and warranties to be true and correct would not reasonably be expected to result, in the aggregate, in a Buyer Material Adverse Effect (it being agreed that any materiality or Buyer Material Adverse Effect qualification in a representation and warranty shall be disregarded in determining whether any such failure would reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect for purposes of this clause (ii)); (b) The Purchaser the Buyer Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date, except for changes contemplated or permitted by this Agreement; (c) the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing Date;Closing; and (cd) The the Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Buyer Certificate; and (e) The Purchaser Pruco shall have received from the Buyer an executed and delivered to copy of the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).Pruco Contract. Confidential Treatment Requested

Conditions to Obligations of the Seller. The obligation of the Seller to consummate and cause the consummation of the transactions contemplated by this Agreement is the Internet Closing and any Real Estate Closing are subject to the satisfaction (fulfillment, prior to or waiver in writing by at the Seller in its sole discretion) applicable Closing, of the following further conditionsconditions precedent: (a) Each of Purchaser’s Fundamental Representations each Buyer and Systemax shall be true have performed, and correct complied with, in all material respectsrespects the covenants and obligations required to be performed by such Buyer or Systemax under this Agreement with respect to the Transferred Internet Business and the Purchased Internet Assets or the Transferred Real Estate Business and the Purchased Real Estate Assets, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of applicable, on or prior to the Internet Closing Date as if made at and as of the or a Real Estate Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebymay be; (b) The Purchaser the representations and warranties of the Buyers contained in Article 6 hereof which are qualified by materiality or a material adverse effect shall have performed or complied be true on and as of the date hereof, except for any representations and warranties that are made as of a specified date, which shall be true on and as of such date. All other representations and warranties of the Buyers contained in Article 6 hereof shall be true in all material respects with all obligations on and covenants required by this Agreement to as of the date hereof, except for any representations and warranties that are made as of a specified date, which shall be performed or complied with by it at or prior to the Closing Datetrue on and as of such date; (c) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser applicable Buyer shall have executed and delivered to the Seller all agreements and other documents required applicable Transfer Instruments; (d) the Trade Name Buyer shall have delivered or caused to be delivered the Trade Name Purchase Price, the Domain Name Buyer shall have delivered or caused to be delivered the Domain Name Purchase Price or the Real Estate Buyer shall have delivered or caused to be delivered the applicable Real Estate Purchase Price, as the case may be; and (e) Systemax shall have executed and delivered to the Seller pursuant to this Agreement the letter agreement substantially in the form attached hereto as Exhibit 8.3(e). The foregoing conditions are for the exclusive benefit of the Seller and any such condition may be waived, in whole or in part, by the Seller at or prior to the Closing (including all certificatesapplicable Closing, documents and instruments required to be delivered to the Seller shall have the Closing pursuant right to Section 2.5(b))proceed with the transactions contemplated hereby without waiving any of its other rights hereunder.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditionsconditions (PROVIDED, HOWEVER, that the Seller may waive any condition specified in this Section 7(b) if it executes a writing so stating at or prior to the Closing: (ai) Each the Seller shall have duly received the Second Deposit, in the form of Purchaser’s Fundamental Representations cash, a cashier's or certified check, or a wire transfer in accordance with the Seller's instructions, and the funds comprising the Second Deposit shall have been cleared by the Seller's bank and duly credited to it; (ii) each of the representations and warranties of the Buyer set forth in Section 5 above shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (biii) The Purchaser the Buyer shall have performed or and complied with all of its covenants hereunder in all material respects with all obligations and covenants required through the Closing; (iv) no Adverse Consequence shall be pending or threatened, wherein an unfavorable determination would (A) prevent consummation of any of the transactions contemplated by this Agree- ment or (B) cause any of the transactions contemplated by this Agreement to be performed or complied with by it at or prior to the Closing Daterescinded following consummation; (cv) The Seller the Buyer shall have received delivered to the Seller a certificate dated (without qualification as to knowledge or materiality or otherwise, except as to Section 7(b)(iv), which may be qualified to the Knowledge of the Closing Date and signed by the Purchaser Buyer) to the effect that each of the conditions set forth specified above in Sections 7.3(aclauses (i)-(iv) and 7.3(b) have been satisfiedof Section 7(b)is satisfied in all respects; (dvi) The Purchaser the Board of Directors of the Buyer shall have made payment approved the transactions contemplated by this Agreement; (vii) none of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as landlords of the Closing and Seller shall be subject to satisfaction have imposed unreasonable costs or waiver by the Purchaser of the conditions terms in connection with its consent to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andAcquisition; (eviii) The Purchaser each Party hereto shall have executed and delivered to the Seller other Party an Allocation Schedule reasonably acceptable to the Seller; and (ix) all agreements actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be executed reasonably satisfactory in form and delivered substance to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Seller.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is Transactions are subject to the satisfaction (or waiver in writing by waiver, at or prior to the Seller in its sole discretion) Closing, of each of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations Purchaser contained in this Agreement shall be true and correct in all material respectsrespects (except for any portion of those representations and warranties that are qualified by materiality, and each other representation and warranty of Purchase made in Article V Purchaser Material Adverse Effect or any similar standard or qualification, which portion shall be true and correct in all respects respects) on and as of the date of this Agreement and as of the Closing Date as if though made at and as of on the Closing Date, Date (except in each case to the extent that such representation representations and warranty refers specifically warranties relate to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at under this Agreement and the other Transactional Agreements to which it is a party on or prior to the Closing Date; (c) The Seller shall have received a certificate executed by an officer of the Purchaser, dated as of the Closing Date Date, containing the representation and signed by warranty of the Purchaser to the effect that the closing conditions set forth specified in Sections 7.3(a5.3(a) and 7.3(b(b) have been satisfied; (d) The the Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andSeller the GST Election; (e) The for purposes of claiming an exemption from paying PST at the Closing on the purchase of Inventory, the Purchaser shall have provided its PST Vendor number to the Seller, or Purchaser shall have executed and delivered to the Seller all agreements a completed form FIN 490; (f) if the Purchaser will be claiming an exemption from paying PST at the Closing on the purchase of production machinery and other documents required to be equipment, then the Purchaser shall have executed and delivered to the Seller pursuant a completed form FIN 492; and (g) the Purchaser shall have executed, or caused an Affiliate of Purchaser to this Agreement at or prior to the Closing (including all certificatesexecute, documents and instruments required to be delivered to Seller: (i) the Seller Assumption Agreement; (ii) the Closing pursuant Xxxx of Sale and Assignment Agreement; (iii) Patent Assignment, Trademark Assignment and other Intellectual Property Assignments required by Purchaser, each in forms reasonably acceptable to Section 2.5(b))Purchaser; and (iv) the Subsidiary Purchase Agreements.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III shall be true and correct in all material respects, at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for changes contemplated or permitted by this Agreement, (ii) those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (iii)), and warranties other than the Purchaser’s Fundamental Representations (iii) where the failure of such the representations and warranties to be true and correct would not reasonably be expected to result in have a material adverse effect on the Purchaser’s assets, business, financial condition or results of operations of the Buyer or on the ability of the Buyer to consummate the transactions contemplated herebyby this Agreement (a "BUYER MATERIAL ADVERSE EFFECT") (it being agreed that this clause (iii) shall be inapplicable to any portion of a representation and warranty that already contains a Buyer Material Adverse Effect or other materiality qualification); (b) The Purchaser the Buyer shall have performed or complied with in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller the Buyer shall have received delivered to the Seller a certificate dated as of the Closing Date and signed by the Purchaser to the effect that each of the conditions set forth specified in Sections 7.3(aclauses (a), (b) and 7.3(b(c) have been satisfiedof this Section 5.2 is satisfied in all respects; (d) The Purchaser no action, suit or proceeding shall have made payment be pending by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would reasonably be expected to (i) prevent consummation of any of the Closing Date Purchase Pricetransactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, it being understood that and no such payment judgment, order, decree, stipulation or injunction shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andeffect; (e) The Purchaser the Seller and each of its Affiliates which is a guarantor of, or has provided any letter of comfort or other similar assurance with respect to, any obligation, covenant or indemnity of the Company or the Subsidiaries shall have executed received a full and delivered complete release of all liabilities thereunder in form and substance satisfactory to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Seller.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer Parent and the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer Parent and the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer Parent and the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer Parent and the Buyer shall have performed or complied in all material respects with all obligations their respective agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer Parent shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions delivered to the Purchaser’s obligations set forth in Sections 7.1 Seller the Buyer Parent Certificate, and 7.2the Buyer shall have delivered to the Seller the Buyer Certificate; and (e) The Purchaser the Seller shall have executed received such other certificates and delivered instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to the Seller all agreements incumbency of officers and other documents required to be executed the adoption of authorizing resolutions, and delivered to a cross-receipt) as it shall reasonably request in connection with the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each of Purchaser’s Fundamental Representations the representations and warranties of the Buyer set forth in this Agreement that is qualified by materiality or Buyer Material Adverse Effect shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects, respects at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case (i) to the extent that such representation representations and warranty refers warranties refer specifically to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations or (ii) for circumstances where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) does not have, and would not reasonably be expected to result have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby;Buyer Material Adverse Effect. (b) The Purchaser Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date;. (c) Any Person required in connection with the transactions contemplated hereby to file a notification and report form in compliance with the HSR Act shall have filed such form and the applicable waiting period with respect to each such form (including any extension thereof by reason of a request for additional information) shall have expired or been terminated. (d) The Seller shall have received a certificate dated as of the Closing Date and signed on behalf of the Buyer by an officer of the Purchaser Buyer to the effect that the conditions set forth in Sections 7.3(aSection 9.3(a) and 7.3(b9.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III shall be true and correct in all material respects, at and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for changes contemplated or permitted by this Agreement, (ii) for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (iii)), and warranties other than the Purchaser’s Fundamental Representations (iii) where the failure of such the representations and warranties in the aggregate to be true and correct would not reasonably be expected to result in have a material adverse effect on the Purchaser’s ability Buyer Material Adverse Effect (it being agreed that this clause (iii) shall be inapplicable to consummate the transactions contemplated herebyany portion of a representation and warranty that already contains a Buyer Material Adverse Effect qualification); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller the Buyer shall have received delivered to the Seller a certificate dated as of the Closing Date and signed by the Purchaser to the effect that each of the conditions set forth specified in Sections 7.3(aclause (a) and 7.3(b) have been satisfiedof this Section 5.2 is satisfied in all respects; (d) The Purchaser no action, suit or proceeding shall have made payment be pending by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would reasonably be expected to (i) prevent consummation of the Closing Date Purchase Pricetransactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, it being understood that and no such payment judgment, order, decree, stipulation or injunction shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andeffect; (e) The Purchaser the Seller shall have executed and delivered to received all of the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments items required to be delivered to the Seller the Closing it pursuant to Section 2.5(b1.3(b)).;

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement is shall be subject to the satisfaction (fulfillment at or waiver in writing by prior to the Seller in its sole discretion) Closing Date of the following further additional conditions: (a) Each The Buyer shall have performed in all material respects its covenants and agreements contained in this Agreement which relate to the Purchased Assets and are required to be performed on or prior to the Closing Date; (b) The representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in this Agreement shall be true and correct in all material respects, respects as of the date of this Agreement and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received a certificate dated as from an authorized officer of the Buyer, dated the Closing Date and signed by the Purchaser Date, to the effect that that, to the best of such officer's knowledge, the conditions set forth in Sections 7.3(a8.3(a) and 7.3(b(b) have been satisfied; (d) The Purchaser Buyer shall have made payment of the Closing Date Purchase Priceassumed, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 Section 7.10, all of the applicable obligations under the Collective Bargaining Agreement and 7.2; andthe Memorandum of Understanding as they relate to union employees to be employed at or in conjunction with the Purchased Assets after the Closing Date; (e) The Purchaser approvals by the FERC of the Stipulations and Agreements filed in FERC Docket No. ER97-3127-000 by and between the Office of the Attorney General of Massachusetts, the Massachusetts Division of Energy Resources, Eastern Edison Company and the Seller, dated October 29, 1997: Docket No. ER97-2800-000 by and between the RIPUC, the Rhode Island Division of Public Utilities and Carriers, Blackstone Valley Electric Company, the Seller and Newport Electric Corporation: Docket No. ER97-3127-000 and ER97-2800-000 between the Seller and the Pascoag Fire District of Rhode Island; Docket No. ER97-3 127-000 and ER97-2800-000 between the Seller and the Gas and Electric Department -of the Town of Middleborough; and Docket No. ER97-2338-000 between the Seller and the Taunton Municipal Lighting Plant, Pascoag Fire District of Rhode Island and the Gas and Electric Department of the Town of Middleborough shall continue to be in full force and effect; and (f) The Seller shall have received an opinion from counsel for the Buyer acceptable to the Seller, dated the Closing Date and satisfactory in form and substance to the Seller and the Seller's counsel, substantially to the effect that: (1) the Buyer is a limited liability company organized, existing and in good standing under the laws of the State of Delaware and has the power and authority to execute and deliver this Agreement and those Ancillary Agreements which relate to the Purchased Assets and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement and such Ancillary Agreements and the consummation of the sale of the Purchased Assets contemplated hereby have been duly authorized by all requisite action taken on the part of the Buyer; (2) this Agreement and those Ancillary Agreements which relate to the Purchased Assets have been executed and delivered by the Buyer and (assuming that the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approval are obtained) are valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms, except (A) that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the Seller all agreements discretion of the court before which any proceeding therefore may be brought; (3) the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Buyer will not constitute a violation of the Certificate of Formation or Limited Liability Company Agreement (or other similar governing documents), as in effect on the Closing Date, of the Buyer; (4) the Instrument of Assumption and other documents required instruments described in Section 4.4 are in proper form for the Buyer to be executed and delivered assume the Assumed Liabilities; and (5) no declaration, filing or registration with, or notice to, or authorization, consent or approval of any governmental authority is necessary for the consummation by the Buyer of the Closing other than the Buyer Required Regulatory Approvals, all of such Buyer Required Regulatory Approvals which are applicable to the Seller pursuant sale of the Purchased Assets hereunder having been obtained and being in full force and effect with such terms and conditions as shall have been imposed by any applicable governmental authority. As to this Agreement at or prior any matter contained in such opinion which involves the laws of any jurisdiction other than the federal laws of the United States and the laws of Massachusetts, such counsel may rely upon opinions of counsel admitted to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)).practices in such other jurisdictions. Any opinions relied upon by such counsel as aforesaid

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is hereby are subject to the satisfaction (on or waiver in writing by prior to the Seller in its sole discretion) Closing Date of the following further conditions: (a) Each of Purchaser’s Fundamental Representations the representations and warranties set forth in Section 4.1 above which are not qualified by materiality shall be true and correct in all material respects, respects at and each other representation as of the Closing Date and warranty of Purchase made the representations and warranties set forth in Article V Section 4.1 which are qualified by materiality shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, Date (except in each case to for representations or warranties that speak of a specific date or time other than the extent that such representation and warranty refers specifically to an earlier date, in Closing Date which case such representation and warranty shall have been be true and correct as of such earlier date, except in specified date to the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyextent set forth above); (b) The Purchaser the Buyer shall have performed or and complied in all material respects with all obligations and of its covenants required by this Agreement to be performed or complied with by it at or prior to hereunder through the Closing Date; (c) The Seller any PUC listed on Section 2.5(a)(ix) of the Disclosure Schedule shall have received a certificate dated as approved the transactions contemplated hereby, if required by applicable Law, by Final Order; provided, however, that (i) if both the Buyer and the Seller waive the condition of such PUC approval by Final Order, the Parties shall consider the PUC approval without Final Order sufficient to proceed to the Closing according to the other terms of this Agreement and (ii) no Final Order shall impose terms or conditions that would reasonably be expected to be materially adverse to the Seller or its Affiliates, other than the Company or the Subsidiaries (after giving effect to the purchase of the Closing Date and signed Stock by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;Buyer); and (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Pricedelivered, it being understood that such payment shall be made simultaneously with the other actions or caused to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller delivered, all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments items required to be delivered to the Seller the Closing pursuant to in accordance with Section 2.5(b)).

Conditions to Obligations of the Seller. The obligation of the Seller Sellers to consummate the transactions contemplated by this Agreement to be performed in connection with the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) Sellers of the following further conditions: (a) Each the Buyer shall have obtained all of Purchaser’s Fundamental Representations the waivers, permits, consents approvals or other authorizations, and effected all of the registrations, filings and notices required to be obtained or effected by the Buyer pursuant to Section 4.2; (b) the representations and warranties of the Buyer set forth in Article III that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in Article III shall be true and correct in all material respects, in each case, as of the date of this Agreement and each other representation as of the Closing as though made as of the Closing (except to the extent such representations and warranty warranties are specifically made as of Purchase made a particular date, in Article V which case such representations and warranties shall be true and correct as of such date), except where the failure of the representations and warranties contained in Article III of this Agreement to be so true and correct would not individually or in the aggregate, constitute a material adverse effect on the business, operations or financial condition of the Buyer; (c) the Buyer shall have performed and complied, in all respects material respects, with the agreements, covenants and obligations required to be performed or complied with under this Agreement as of or prior to the Closing Date Closing; (d) No action, suit or proceeding shall be pending or threatened before any Governmental Entity (other than the Bankruptcy Cases) against the Buyer wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. (e) the Buyer shall have delivered to the Sellers a certificate (without qualification as if made at to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (b) through (d) of this Section 5.2 is satisfied in all respects; (f) the sale of the Acquired Assets by the Bankruptcy Sellers to the Buyer and the assumption and assignment by the Bankruptcy Sellers of the Debtor Assigned Contracts as contemplated by this Agreement shall have been approved by the U.S. Bankruptcy Court pursuant to the Approval Order and Assignment Order and the Belgian Bankruptcy Approval shall have been obtained, and such orders and Belgian Bankruptcy Approval, as of the Closing Date, except shall be in each case to the extent that such representation full force and warranty refers specifically to an earlier dateeffect and not stayed, in which case such representation and warranty shall have been true and correct as of such earlier datemodified, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyvacated or revoked; (bg) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to delivered the Closing DatePromissory Note; (ch) The Seller the Buyer shall have received a certificate dated as of delivered certificates representing the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedShares; (di) The Purchaser Buyer shall have made payment of filed an additional listing notification with respect to the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously Shares with the other Nasdaq National Market; (j) The Buyer shall have executed the Rights Agreement; and (k) all actions to be taken by the parties as Buyer in connection with the consummation of the Closing transactions contemplated hereby and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements certificates, instruments and other documents required to effect the transactions contemplated hereby shall be executed reasonably satisfactory in form and delivered substance to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Seller.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations shall Buyer set forth in this Agreement that are qualified as to materiality will be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement will be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty shall have been warranties will be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser shall the Buyer will have performed or complied with in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller shall have received a certificate dated as no Legal Proceeding will be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction will be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser shall the Buyer will have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant Buyer Certificate; (e) the Seller will have received such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to Section 2.5(b)).the incumbency of officers and the adoption of authorizing resolutions) as it will reasonably request in connection with the Closing; and

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III that do not contain a materiality qualifier or limitation shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in ); (b) the case of representations and warranties other than of the Purchaser’s Fundamental Representations where the failure of such representations and warranties to Buyer set forth in Article III that contain a materiality qualifier or limitation shall be true and correct as of the Closing Date as if made as of the Closing Date, except for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date); (c) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing; (d) no action, suit or proceeding shall be pending by or before any Governmental Entity seeking to prevent consummation of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or injunction enjoining or preventing consummation of the transactions contemplated by this Agreement shall be in effect; (e) the Buyer shall have delivered to the Seller the Buyer Certificate; (f) for each Seller Guarantee existing as of the Closing, the Buyer shall have either (i) effected replacement arrangements, in accordance with Section 4.2, reasonably satisfactory to the Seller, or (ii) delivered to the Seller an irrevocable standby letter of credit in favor of the Seller in an annual amount equal to the amount of such Seller Guarantee, issued by a bank rated A or better by Standard & Poor’s, in form and substance reasonably satisfactory to the Seller; (g) the Seller shall have (i) obtained all Third Party Consents and Governmental Authorizations and effected all Governmental Filings listed in Schedule 5.1(f)(i) and (ii) obtained any other Third Party Consent and Governmental Authorizations and effected any other Governmental Filing which, if not obtained or effected, and after giving effect to Section 1.6, would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability of the Buyer to consummate operate the transactions contemplated hereby;Business (it being understood that the failure to obtain or effect any or all of the Third Party Consents and Governmental Filings listed in Schedule 5.1(f)(ii) would not reasonably be expected to result in such a material adverse effect); and (bh) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Seller shall have received such other customary certificates (such as a certificate dated as of good standing of the Closing Date Buyer in its jurisdiction of incorporation and signed by the Purchaser certificates as to the effect that incumbency of officers and the conditions set forth adoption of authorizing resolutions) as it shall reasonably request in Sections 7.3(a) and 7.3(b) have been satisfied;connection with the Closing. (di) The Purchaser the Buyer and the Seller shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously entered into a written agreement with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions a third party escrow holder with respect to the Purchaser’s obligations set forth escrow referred to in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to Section 1.4 of this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Agreement.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate carry out the transactions contemplated by this Agreement is subject are subject, at the option of Seller, to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each Buyer shall have furnished Seller with a certified copy of Purchaser’s Fundamental Representations all necessary corporate action approving the execution, delivery and performance of this Agreement. (b) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing DateClosing, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) The Purchaser Buyer shall have performed or complied and satisfied in all material respects with all obligations covenants and covenants agreements required by this Agreement to be performed or complied with and satisfied by it Buyer at or prior to the Closing Date;Closing. (c) The As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Company or the Seller) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or the Seller or prohibit the Closing or seeking Damages against the Seller or the Company as a result of the consummation of this Agreement. (d) Since July 1, 2006 and up to and including the Closing, except as disclosed in the Buyer SEC Documents, there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, has had or might reasonably be expected to have a Material Adverse Effect on the Buyer. (e) Seller shall have received a certificate the opinion of Xxxxxxxxx Xxxxxxx, LLP, counsel to Buyer, dated as of the Closing Date Date, in form and signed by the Purchaser substance reasonably satisfactory to the effect that Seller, substantially in the conditions set forth form of Exhibit F attached hereto. In rendering such opinion, Xxxxxxxxx Traurig, LLP may rely as to factual matters on certificates of officers and directors of Buyer and on certificates of governmental officials. (f) No proceeding in Sections 7.3(a) and 7.3(b) which the Buyer or any of its wholly-owned subsidiaries shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall have been satisfied;brought or be pending by or against such person under any United States or state bankruptcy or insolvency law. (dg) The Purchaser Required Consents shall have made payment been obtained or waived. (h) The Buyer shall have elected Xxxxxxx X. XxXxxxx as a director of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Buyer.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretionSeller) of the following further conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in Article III shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent (i) for changes contemplated or permitted by this Agreement, (ii) for those representations and warranties that such representation and warranty refers specifically to an earlier date, in address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations subject to clause (iii) below), and warranties other than the Purchaser’s Fundamental Representations (iii) where the failure of such the representations and warranties to be true and correct would not reasonably be expected to result result, in the aggregate, in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect (it being agreed that any materiality or Buyer Material Adverse Effect qualifications in particular representations and warranties shall be disregarded in determining whether such inaccuracies would have a Buyer Material Adverse Effect for purposes of this Section 5.2(a)); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no action, suit or proceeding shall have received a certificate dated as be pending by or before any Governmental Entity seeking to enjoin, prevent or delay consummation of the Closing Date transactions contemplated by this Agreement and signed no judgment, order, decree, stipulation or injunction enjoining, preventing or delaying consummation of the transactions contemplated by the Purchaser to the effect that the conditions set forth this Agreement shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment delivered to the Seller a certificate (the “Buyer Certificate”) to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to an action, suit or proceeding involving, or a judgment, order, decree, stipulation or injunction against, the Buyer) of this Section 5.2 is satisfied; (e) the Buyer shall have either (i) effected a replacement arrangement with respect to Seller’s guarantee (the “Seller Guarantee”) of the Company’s obligations under the Office Lease Agreement between the Company and Franklin Xxxxxxxxx Investor Services, LLC, dated as of October 8, 2001 (the “Franklin Xxxxxxxxx Lease”), reasonably satisfactory to the Seller, or (ii) delivered to the Seller an irrevocable standby letter of credit in favor of the Seller in an initial amount (the “Initial Amount”) equal to the net present value (determined using a 1% discount factor) of the aggregate lease payments (including without limitation rent, taxes, penalties, late fees and other pass through expenses) due under the Lease as of the Closing Date, issued by a bank rated A or better by Standard & Poor’s, in form and substance reasonably satisfactory to the Seller; provided, however, that the Initial Amount shall be recalculated on each anniversary of the Closing Date Purchase Priceto be an amount equal to the net present value (determined using a 1% discount factor) of the aggregate lease payments (including without limitation rent, taxes, penalties, late fees and other pass through expenses) due under the Lease as of such anniversary date. (f) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust or trade regulation laws shall have expired or otherwise been terminated, except (in the case of foreign antitrust or trade regulation laws) where the consummation of the transactions contemplated by this Agreement before the expiration or other termination of any such waiting period under applicable foreign antitrust or trade regulation law would not reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Seller or the ability of the Seller to consummate the transactions contemplated by this Agreement; (g) the Seller shall have (i) obtained all Third Party Consents and effected all Governmental Filings listed in Schedule 5.1(f)(i) and (ii) obtained any other Third Party Consent and effected any other Governmental Filing which, if not obtained or effected, would reasonably be expected to result in a Company Material Adverse Effect (it being understood that such payment shall be made simultaneously with the other actions failure to be taken by the parties as obtain or effect any or all of the Closing Third Party Consents and shall Governmental Filings listed in Schedule 5.1(f)(ii) would not reasonably be subject expected to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth result in Sections 7.1 and 7.2a Company Material Adverse Effect); and (eh) The Purchaser the Seller shall have executed received such other customary certificates (such as a certificate of good standing of the Buyer in its jurisdiction of incorporation and delivered certificates as to the Seller all agreements incumbency of officers and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by to be consummated at the Closing pursuant to this Agreement and the Asset Purchase Agreement is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) Seller), at or before the Closing, of the following further conditions: (a) Each that the representations and warranties of Purchaser’s Fundamental Representations shall be the Buyer set forth in Article III of this Agreement and of the Asset Buyer set forth in Article III of the Asset Purchase Agreement are true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to (i) for changes contemplated or permitted by this Agreement or the extent that such representation and warranty refers specifically to an earlier dateAsset Purchase Agreement or consented to, in writing, by the Seller, (ii) for those representations and warranties that address matters only as of a particular date (which case such representation and warranty shall have been be true and correct as of such earlier date), except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties (iii) for breaches as to be true and correct matters that would not reasonably be expected to result in have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated herebyBuyer Material Adverse Effect; (b) The Purchaser shall have that the Buyer and the Asset Buyer has each performed or complied with in all material respects with all obligations the agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement and the Asset Purchase Agreement, respectively, at or prior to the Closing DateClosing; (c) The that the Buyer has delivered to the Seller shall have received a certificate dated as of (the Closing Date and signed by the Purchaser "Buyer Certificate") to the effect that the conditions set forth specified in Sections 7.3(aclauses (a) and 7.3(b(b) have been of this Section 5.2 are satisfied; (d) The Purchaser shall have made payment that any required consent of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with General Director of the other actions Israeli Antitrust Authority (or the expiration of the waiting period considered to be taken by an approval), the parties as OCS, the Israeli Land Authority, the Investment Center and the municipal authorities of the Closing Nes Ziona, Israel and shall be subject to satisfaction or waiver by the Purchaser of the conditions Beer Tuvia, Israel to the Purchaser’s obligations set forth in Sections 7.1 transactions contemplated by this Agreement and 7.2the Asset Purchase Agreement has been obtained; and (e) The Purchaser shall have executed that no provision of applicable law and delivered to no judgment, injunction, order or decree in effect and issued by any Governmental Entity of competent jurisdiction prohibits the Seller all agreements and other documents required to be executed and delivered to consummation of the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Closing.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further conditions: (a) Each the Buyer shall have effected all of Purchaser’s Fundamental Representations the filings and notices referred to in Schedule 4.2 which are required on the part of the Buyer or any Rentrak Buyer and any approval required by a Governmental Entity to close the transactions contemplated by this Agreement or any Ancillary Agreement shall have been obtained, including the expiration of any waiting period under any Antitrust Laws; (b) the representations and warranties of the Buyer set forth in this Agreement and the Ancillary Agreements to which it is a party that are not (i) qualified by materiality or material adverse effect shall be true and correct in all respects and (ii) qualified by materiality or a material adverse effect shall be true and correct in all material respects, and each other representation and warranty of Purchase made in Article V shall be true and correct in all respects as of the Closing Date as if though made at and as of the Closing DateClosing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (bc) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its respective agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement and the Ancillary Agreements to which the Buyer is a party as of or prior to the Closing Date; (c) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfiedall material respects; (d) The Purchaser no Legal Proceeding shall be pending or threatened against the Buyer or any Rentrak Buyer wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, (ii) cause the transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party to be rescinded following consummation, or (iii) have, individually or in the aggregate, a material adverse effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) no Governmental Entity of competent jurisdiction shall have made payment enacted, issued, promulgated, enforced, or entered any preliminary or permanent injunction or other order that would make unlawful the consummation of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken transactions contemplated by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2this Agreement; and (ef) The Purchaser the Buyer shall have executed and delivered to the Seller all agreements and other of the documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b)1.6(c).

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is Transactions shall be subject to the satisfaction (fulfillment, at or waiver prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion) of the following further conditions: (a) Each The representations and warranties of Purchaser’s Fundamental Representations the Buyer contained in this Agreement or any Ancillary Agreement or any certificate required to be delivered pursuant hereto shall be true and correct in all material respects, and each other representation and warranty of Purchase both when made in Article V shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except or in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure that are made as of a specified date, such representations and warranties to 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”) or “Material Adverse Effect” or “Material Adverse Change” set forth therein) would not reasonably be expected to result to, individually or in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby; (b) aggregate, be material. The Purchaser Buyer shall have performed or complied all obligations and agreements and complied, in each case in all material respects respects, with all obligations covenants and covenants conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. The Seller shall have received from the Buyer a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (b) The Seller shall have received an executed counterpart of each of the Ancillary Agreements to which any Buyer Entity is a party, signed by each party thereto (including the Parent with respect to the Guarantee of the obligations of the relevant Buyer Entity thereunder) other than the Seller Entities; provided, however, that in the event that the Parties are unable to notarize the Italian Notarial Deed on or prior to the Closing Date;, subject to satisfaction of Section 5.6(g)(i), the execution and delivery of the Italian Notarial Deed by the Buyer shall not be a condition precedent to the obligations of the Seller to consummate the Transactions. (c) The Encumbrances on the Transferred Assets pursuant to the DIP Agreement and the Euro Financing Documents shall have been released. (d) The Seller shall have received a certificate dated as of the Closing Date and signed by the Purchaser to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Estimated Purchase Price, it being understood that such payment shall be made simultaneously with less the other actions Escrow Amount, as required pursuant to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; andSection 2.10. (e) The Purchaser Buyer shall have executed and delivered to the Seller all agreements the Escrow Agreement and other documents required shall have delivered the Escrow Amount to be the Escrow Agent. (f) The Escrow Agent shall have executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Escrow Agreement.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (or waiver in writing by the Seller in its sole discretion) of the following further additional conditions: (a) Each the representations and warranties of Purchaser’s Fundamental Representations the Buyer set forth in the first sentence of Section 3.1 and in Section 3.2 and any representations and warranties of the Buyer set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, and in each other representation and warranty of Purchase made in Article V shall be true and correct in all respects case as of the Closing Date as if made at date of this Agreement and as of the Closing Dateas though made as of the Closing, except in each case to the extent that such representation representations and warranty refers warranties are specifically to an earlier date, made as of a particular date (in which case such representation representations and warranty warranties shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby); (b) The Purchaser the Buyer shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing DateClosing; (c) The Seller no Legal Proceeding shall have received a certificate dated as be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the Closing Date transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and signed by the Purchaser to the effect that the conditions set forth no such judgment, order, decree, stipulation or injunction shall be in Sections 7.3(a) and 7.3(b) have been satisfiedeffect; (d) The Purchaser the Buyer shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and (e) The Purchaser shall have executed and delivered to the Seller all agreements and other documents required to be executed and delivered to the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant Buyer Certificate; (e) the Seller shall have received such other certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certificates as to Section 2.5(b))the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (f) the Seller shall be reasonably satisfied that the issuance and sale of the Shares, and any subsequent transfers of the Shares to the Members, are exempt from the registration requirements of the Securities Act; (g) the Buyer or a successor entity thereto shall have received aggregate gross proceeds of at least $4.0 million from the sale of its securities; and (h) each of the Members shall have entered into agreements with the Buyer for the transfer of personal goodwill of the Members to the Buyer.

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfillment or the Seller’s waiver in writing by writing, at or prior to the Seller in its sole discretion) Closing, of each of the following further conditions: (a) Each Other than the representations and warranties of Purchaser’s Fundamental Representations shall be true the Purchasers contained in Section 4.01 and correct Section 4.04, the representations and warranties of the Purchasers contained in all material respects, this Agreement and each any certificate or other representation and warranty of Purchase made in Article V writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) 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 if though made at and as of the Closing Date, such date (except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of those representations and warranties other than that address matters only as of a specified date, the Purchaser’s Fundamental Representations where the failure accuracy of such which shall be determined as of that specified date in all respects). The representations and warranties to of the Purchasers contained in Section 4.01 and Section 4.04 shall be true and correct would not reasonably be expected to result in a material adverse all respects on and as of the date hereof and on and as of the Closing Date with the same effect on the Purchaser’s ability to consummate the transactions contemplated hereby;as though made at and as of such date. (b) The Purchaser Purchasers shall have duly performed or and complied in all material respects with all obligations agreements, covenants, and covenants conditions required by this Agreement to be performed or complied with by it at or prior to or on the Closing Date;; provided, that, with respect to agreements, covenants, and conditions that are qualified by materiality, the Purchasers shall have performed such agreements, covenants, and conditions, as so qualified, in all respects. (c) The Purchasers shall have delivered cash in an amount equal to the Purchase Price to Seller by wire transfer of immediately available funds, to an escrow account designated by the Seller or its designee in accordance with Sections 2.02 and 2.03 of this Agreement. (d) The Seller shall have received a certificate certificate, dated as of the Closing Date and signed by a duly authorized officer of the Purchaser to the effect Purchasers, that each of the conditions set forth in Sections 7.3(aSection 7.03(a) and 7.3(bSection 7.03(b) have been satisfied; (d) The Purchaser shall have made payment of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2; and. (e) The Purchaser Seller shall have executed received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchasers certifying that attached thereto are true and complete copies of all resolutions adopted by the management of the Purchasers authorizing the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) The Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchasers, certifying the names and signatures of the Persons of the Purchasers authorized to sign this Agreement and the other documents to be delivered hereunder. (g) The Purchasers shall have delivered to the Seller all agreements and or CPSL such other documents required to be executed and delivered to or instruments as the Seller pursuant or CPSL reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to Section 2.5(b))Agreement.

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction fulfillment of each of the following conditions (or waiver except to the extent waived in writing by the Seller in its sole discretion) of the following further conditions:): (a) Each the representations and warranties of Purchaser’s the Purchaser and Guarantor contained in ARTICLE 3 (other than the Purchaser Fundamental Representations Representations) disregarding all qualifications contained herein relating to materiality or Purchaser Material Adverse Effect shall be true and correct correct, in all material respects, each case on and each other representation as of the date hereof and warranty of Purchase made in Article V shall be true on and correct in all respects as of the Closing Date as if (except, in either case, for such representations and warranties which by their express provisions are made at and solely as of a date other than the Closing Date, in which case, as of such other date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Purchaser’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably not, individually or in the aggregate, have a Purchaser Material Adverse Effect; provided, that the Purchaser Fundamental Representations shall be expected to result true and correct in all respects on and as of the date hereof and on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made solely as of a material adverse date other than the Closing Date, in which case, as of such other date) with the same force and effect as though such representations and warranties had been made on the Purchaser’s ability to consummate the transactions contemplated hereby;Closing Date. (b) The the Purchaser and the Guarantor shall have performed or complied and complied, in all material respects respects, with all the agreements, covenants and obligations and covenants required by this Agreement to be performed or complied with by it the Purchaser and the Guarantor at or prior to before the Closing DateClosing; (c) The the Seller shall have received a certificate from the Purchaser and the Guarantor at the Closing an officer’s certificate, dated as of the Closing Date and signed duly executed by a duly appointed officer of the Purchaser to and the effect Guarantor, certifying that each of the conditions set forth in Sections 7.3(a6.3(a) and 7.3(b6.3(b) have has been satisfiedsatisfied (the “Purchaser’s Bring Down Certificate”); (d) The Purchaser the Seller shall have made payment received from the Purchaser at or prior to the Closing evidence of the Closing Date Purchase Price, it being understood that such payment shall be made simultaneously with the other actions to be taken by the parties as of the Closing and shall be subject to satisfaction or waiver by the Purchaser of the conditions to the Purchaser’s obligations set forth in Sections 7.1 and 7.2Environmental Insurance Policy; and (e) The the Purchaser and the Guarantor shall have executed and delivered to the Seller all agreements and other documents required delivered, or caused to be executed and delivered to delivered, each of the Seller pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Seller the Closing pursuant to items set forth in Section 2.5(b)1.9(b).