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

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction or waiver by the Sellers of the following conditions: (ia) all of the representations and warranties of the Buyer set forth in Section 3(b) above Article III hereof shall be true and correct in all Material material respects at as of the date hereof and as of the Closing Dateas if made as of the Closing (other than those representations and warranties which are qualified as to materiality, which shall be true and correct in accordance with their terms), except to the extent any of such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of the specified date; (iib) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vc) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality materiality or otherwise) to the effect that each of the conditions specified above in clauses (a) and (b) of this Section 7(b)(i)-(iii) 5.2 is satisfied in all respects; (vid) the sale of the Acquired Assets by the Sellers to the Buyer as contemplated by this Agreement shall have received from been approved by the Buyer an executed Escrow Agreement Bankruptcy Court pursuant to the Approval Order, which, as of the Closing Date, shall be in the form full force and substance set forth as Exhibit A attached hereto;effect and not stayed, modified, vacated, amended, and revoked; and (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viiie) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each have obtained all of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received waivers, permits, consents, approvals or other authorization from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add Governmental Entities that are required to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of consummate the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closinghereby.

Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to consummate the transactions satisfaction at or prior to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions, but compliance with any such conditions may be waived by Citadel in writing: (ia) the All representations and warranties set forth of Buyer and Parent contained in Section 3(b) above shall be this Agreement are true and correct in all Material material respects (if not qualified by materiality) or in all respects (if qualified by materiality) at and as of the Closing Date; with the same effect as though such representations and warranties were made at and as of the Closing, except (i) for changes contemplated by this Agreement, (ii) any representations and warranties that address matters as of a specific date shall be true and correct as of such date and (iii) for such changes as do not, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby. (b) Parent and Buyer shall have performed and complied with all of its covenants hereunder in all Material material respects through with the Closing;covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing and shall have delivered all items required to be delivered by a Buyer or Parent pursuant to Section 1.7. (iiic) The Stockholder Approval Matters shall have been duly approved by the requisite vote under applicable Laws and the certificate of incorporation and bylaws of Citadel, by the stockholders of Citadel. (d) All necessary governmental consents, approvals, orders or authorizations have been obtained and all necessary governmental notices have been given. (e) Buyer will shall have procured all third party consents needed by Buyer and given all notices required in connection with delivered an updated Schedule 4.9(a) to Citadel. (f) The waiting period under the HSR Act applicable to the consummation of the transactions contemplated under this Agreement shall have expired or been terminated and no action shall have been instituted by the DOJ or the FTC challenging or seeking to enjoin the consummation of the transactions contemplated hereby, including without limitation all which action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein shall have not been withdrawn or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;terminated. (ivg) As of the Closing Date, there will be no action, suit or proceeding shall be pending or threatened before litigation by any court Person (other than a Citadel Party 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 (AAffiliate thereof) prevent seeking to enjoin the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers SELLER to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver SELLER’s waiver, at or prior to the Closing, of each of the following conditions: (ia) This Agreement shall have been executed and delivered by the representations parties thereto and warranties true and complete copies thereof shall have been delivered to SELLER(S). (b) SELLER shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of BUYER, that each of the conditions set forth in Section 3(b6.03 have been satisfied. (c) above SELLER shall have received a resolution adopted by the board of directors of BUYER authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby. (d) BUYER shall deliver to SELLER one or more stock certificates representing the BUYER Shares as provided for in 1.04(a)(b), duly executed by authorized officers of BUYER. (e) BUYER shall have delivered to SELLER a good standing certificate (or its equivalent) for BUYER from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which BUYER is organized. (f) The representations and warranties of the BUYER contained in Article III of this Agreement shall be true and correct in all Material material respects (without giving effect to any limitation as to “materiality”, “material adverse effect” or similar qualifier set forth therein) at and as of the Closing Date;Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date). (iig) the Buyer BUYER shall have performed and or complied in all material respects with all of its obligations and covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, complied with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating BUYER at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in Section 3(bArticle III being true and correct as of the Closing Date as if made as of the Closing Date, except (i) above for changes contemplated or permitted by this Agreement, (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct in all Material respects at and as of such date, subject to clause (iii) below), and (iii) where the Closing Datefailure of the representations and warranties to be true and correct would not reasonably be expected to materially affect the Buyer’s ability to perform under this Agreement; (iib) the Buyer shall have having materially performed and or complied with all its agreements and covenants required to be performed or complied with by it under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding shall be being pending by 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) Governmental Entity seeking to prevent consummation of any of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or (B) cause any injunction enjoining or preventing consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer shall have having delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vie) the Sellers shall have having received from the Buyer an executed Escrow Agreement in the form and substance release set forth as Exhibit A attached hereto;in Schedule 5.2(e); and (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viiif) the Buyer shall execute and deliver an Equity Subscription Agreement in the form Sellers having received such other customary certificates (such as a certificate of Exhibit D hereto, with each good standing of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in its jurisdiction of incorporation and certificates as to the incumbency of officers and the adoption of authorizing resolutions) as they shall reasonably request in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the The representations and warranties set forth in Section 3(b) 5 above shall be true and correct in all Material respects at and as of the Closing Date; (iib) the Buyer Clariti shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iiic) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no No action, suit 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, stipulation, injunctionruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, stipulation, injunctionruling, or charge shall be in effect); (vd) the Buyer Clariti shall have delivered to the Sellers Company a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii6.2(a)-(c) is satisfied in all respects; (vie) Sellers Clariti shall have received from delivered to Sellers and the Buyer an executed Escrow Agreement Company the favorable written opinion of Clariti's counsel, Xxxxx Xxxxxxxx & XxXxxxxx, LLP, dated as of the Closing Date and addressed to Sellers and the Company in the form and substance set forth attached hereto as Exhibit A attached "H" hereto; (viif) each Seller shall have received from the Buyer an executed joinder The condition precedent referred to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto;Section 1.2 is satisfied; and (viiig) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all All actions to be taken by the Buyer Clariti in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the SellersSeller. The Sellers' Representative Sellers may waive any condition one, more or all of the conditions specified in this Section 7(b7.2 (except the condition set forth in subparagraph (f) above) if they execute a writing so stating at or prior to the ClosingClosing and such waiver shall not be considered a waiver of any other provision in this Agreement unless the writing specifically so states.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is are subject to satisfaction or waiver of the following conditions: (ia) the representations and warranties set forth in Section 3(b) Article IV above shall be true and correct in all Material material respects at and as of the Closing Date; (iib) the Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all Material material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit 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, stipulation, injunctionruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, stipulation, injunctionruling, or charge shall be in effect); (vd) the Buyer Purchaser shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii6.2(a)-(c) is satisfied in all respects; (vie) The Sellers and Purchaser shall have received from all authorizations, consents, and approvals of Governmental Entities that are necessary to consummate the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached heretotransactions contemplated by this Agreement; (viif) each Seller PHMD shall have received from obtained the Buyer an executed joinder consent of stockholders holding at least a majority of its issued and outstanding common stock to the Stockholders transactions contemplated by this Agreement in and the form appropriate time shall have passed since the applicable filings and substance set forth as Exhibit C attached hereto;mailings have been made with the SEC with regard to the transactions contemplated by this Agreement; and (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xig) all actions to be taken by the Buyer Purchaser 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 reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative Any Seller may waive any condition specified in this Section 7(b) 6.2 if they execute it executes a writing written instrument so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of each of the Sellers to consummate the transactions to be performed by them in connection with effect the Closing is subject to the satisfaction or waiver delivered to the other Party of each of the following conditionsconditions precedent: (ia) The representations and warranties of the Purchasers set forth in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties set forth in Section 3(b) above of the Purchasers that are not qualified as to materiality shall be true and correct in all Material respects at and material respects, in each case, as of the Closing Date;as though made as of the Closing; provided that, to the extent that any such representation or warranty speaks as of a specified date, it need only be true and correct as of such date. (iib) Each of the Buyer Purchasers shall have performed and or complied with all of its covenants hereunder in all Material material respects through its agreements and covenants (in each case, disregarding any materiality qualifiers contained therein) required to be performed or complied with under this Agreement as of or prior to the Closing;. (iiic) Buyer will The Sellers shall have procured all third party consents needed by Buyer received such other certificates and given all notices required instruments as are reasonable and customary for a seller to request in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;Closing. (ivd) 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer The Purchasers shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) from the Chief Executive Officer of each of the Purchasers to the effect that each of the conditions specified above in clauses (a) through (c) in this Section 7(b)(i)-(iii8.3 (insofar as clause (c) relates to a Legal Proceeding involving any Purchaser) is satisfied in all respects;satisfied. (vie) Sellers Either (i) the applicable Purchasers shall have received from the Buyer an executed Escrow Agreement Health Care Licensing Approvals, or written assurances satisfactory to the applicable Purchasers that the Health Care Licensing Approvals will be granted, effective as of the Closing Date or (ii) (A) in accordance with all of the form and substance set forth as Exhibit A attached hereto; (vii) each Seller provisions of Section 6.6, the Purchasers shall have received from executed the Buyer an executed joinder Interim Operating Agreements with respect to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; Interim Operating Facilities and (ixB) as of the Key Employees Closing Date, each of the Interim Operating Facilities shall have received from the Buyer an executed employment agreement, be duly licensed in the form and substance attached hereto as Exhibit E; providedname of the applicable Seller, howeveror if the Seller is not the licensee, the Buyerapplicable licensee, in its sole discretion, may add to or subtract from and the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each applicable Seller shall have received from the Buyer an executed joinder be certified to the Registration Agreement participate in the form and substance set forth as Exhibit F attached hereto; (xi) all actions Medicaid with respect to be taken by the Buyer in connection with consummation each of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing Interim Operating Facilities which was so stating at or certified immediately prior to the ClosingClosing Date. (f) Each of the Purchasers shall have executed and delivered their respective Purchaser Documents. (g) The Purchasers shall have wired the balance of the Purchase Price to be paid at the Closing to the Escrow Agent.

Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to consummate the transactions satisfaction, on or prior to be performed by them in connection with the Closing is subject to satisfaction or waiver Date, of the following conditions, any of which may be waived in whole or in part by the Sellers in their sole discretion: (ia) Each of the representations and warranties set forth of the Buyer contained in Section 3(b) above this Agreement and in any certificate or other writing delivered by the Buyer pursuant hereto shall be true and correct in all Material material respects at and as of the Closing DateDate (unless the context of the representation or warranty indicates that it can be made only as of some earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date); (iib) Each of the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct in all material respects as of the Closing Date (unless the context of the representation or warranty indicates that it can be made only as of some earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (c) The Buyer shall have performed and complied with all of its covenants hereunder in all Material material respects through all covenants and agreements required by this Agreement to be performed and complied by the Buyer prior to or on the Closing Date; (d) The transactions contemplated by the Credit Agreement, dated as of the date hereof, by and between the Company and the Buyer, shall have been consummated prior to, or concurrently with, the Closing; (iiie) The Buyer will shall have procured all third party consents needed delivered the Purchase Price to the Sellers, by wire transfer of immediately available funds, to such account(s) as have been designated in writing by the Sellers to the Buyer and given all notices required in connection with this Agreement and prior to the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;Closing; and (ivf) no action, suit or proceeding No Action shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, localpending, or foreign jurisdiction wherein an unfavorable judgmentto the Knowledge of the Company or the Sellers, orderthreatened against any of the parties hereto or any of their respective Affiliates which, decreeif adversely determined, stipulation, injunction, or charge would (Ai) prevent prevent, materially alter or materially delay consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunctionother Transaction Documents, or charge shall be (ii) result in effect); (v) a Material Adverse Effect on the Buyer shall have delivered to the Sellers Company and its Subsidiaries, taken as a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingwhole.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver the Sellers’ waiver, prior to the Closing, of each of the following conditions: (ia) the The representations and warranties set forth of the Buyers contained in Section 3(b) above this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or material adverse effect or any similar standard or qualification, shall be true true, correct and correct in all Material respects not misleading at and as of the Closing Date;Date in all material respects as though such representations and warranties were made at and as of such time (other than such representations and warranties that expressly speak only as of an earlier date or time, in which case such representations and warranties shall be true and correct as of such earlier date or time). (iib) the Buyer The Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of its covenants hereunder in all Material respects through the other Transaction Documents to be performed or complied with by them prior to the Closing;. (iiic) All corporate proceedings required on the part of the Buyer will have procured all third party consents needed by Buyer and given all notices required Group in connection with respect of this Agreement and the other Transaction Documents and the transactions contemplated herebyhereby and thereby, including without limitation all action necessary in connection shall have been duly completed with and/or evidence reasonably satisfactory to the receipt of Sellers. (d) No injunction or restraining order which restrains or prohibits any notices to, filings withmaterial transaction contemplated hereby shall have been issued by any Governmental Authority to any Buyer Group Company, and authorizationsbe in effect. (e) The Buyer shall have delivered the Purchase Price specified in Section 2.05 of this Agreement by wire transfer of immediately available funds to a bank account specified by the Company. (f) All conditions precedents to the closings under the Transaction Documents required on the part of the Buyers shall have been satisfied or waived by the applicable Seller. (g) The Sellers shall have received certificates, consents dated the Closing Date and approvals signed by a duly authorized officer of governmentseach Buyer, governmental agenciesthat each of the conditions set forth in Section 7.02(a), 7.02(b), 7.02(d), and third parties as set forth herein or in 7.02(f) (except for such conditions which are subject to satisfaction of the Disclosure Schedule including any filing required under Sellers) have been satisfied (the Xxxx-Xxxxx-Xxxxxx Act;“Buyer Closing Certificates”). (ivh) no actionThe Sellers shall have received certificates of the Secretary or an Assistant Secretary (or equivalent officer) of each Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of such Buyer authorizing the execution, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency delivery and performance of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent this Agreement and the other Transaction Documents and the consummation of any of the transactions contemplated by this Agreement or (B) cause any of hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement to be rescinded following consummation (hereby and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);thereby. (vi) the Buyer The Buyers shall have delivered to the Sellers a certificate (without qualification such other documents or instruments as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form reasonably requests and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add are reasonably necessary to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of consummate the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in by this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in Section 3(b) above Article III shall be true and correct in all Material respects at and as of the Closing Date as if made as of the Closing Date, except (i) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to clause (ii) below), and (ii) where the failure of the 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 Buyer Material Adverse Effect for purposes of this clause (ii)); (iib) the Buyer shall have performed and or complied with all of its covenants hereunder in all Material material respects through its agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding shall be pending by 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) Governmental Entity seeking to prevent consummation of any of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or (B) cause any injunction enjoining or preventing consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Parent the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vie) Sellers the Parent shall have obtained the Required Shareholder Approval; (f) all applicable waiting periods (and any extensions thereof) under applicable foreign antitrust or trade regulation laws shall have expired or otherwise been terminated by the competent authorities, and all necessary authorizations under such laws, if any, shall have been obtained; and (g) the Parent shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth such other customary certificates (such as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form a certificate of Exhibit D hereto, with each good standing of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in its jurisdiction of incorporation and certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the The representations and warranties of the Buyer set forth in Section 3(b) above Article III shall be true and correct in all Material material respects at (except for representations and warranties which are by their terms qualified by materiality, which representations and warranties shall be true and correct in all respects) as of the date hereof and 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); (iib) the The Buyer shall have performed and or complied with all of its covenants hereunder in all Material material respects through its agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing; (iiic) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or proceeding No Action shall be pending or have been threatened before any court or quasi-judicial or administrative agency of any federal, state, localwhich (i) is reasonably likely to make illegal, or foreign jurisdiction wherein an unfavorable judgmentto delay or otherwise directly or indirectly restrain or prohibit, order, decree, stipulation, injunction, or charge would (A) prevent the consummation of any the Transaction or to result in material damages in connection with the Transaction, (ii) seeks to prohibit ownership or operation by the Buyer of all or a portion of the transactions contemplated by this Agreement Business or the Acquired Assets, (Biii) cause any of the transactions contemplated by this Agreement Transaction to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunctionconsummation, or charge (iv) impose any material Liability on any Seller or any of its Affiliates as a result of the Transaction; (d) There shall not exist or have been enacted, entered, enforced, promulgated or deemed applicable to the Transaction any Law or any other action taken by any court or other Governmental Entity that has resulted or could reasonably be expected to result, directly or indirectly, in effectany of the consequences referred to in Section 5.2(d); (ve) the The Buyer shall have delivered to the Sellers Parent a certificate (without qualification as to knowledge or Materiality or otherwisethe “Buyer Certificate”) to the effect that each of the conditions specified above in clauses (a), (b) or (d) (insofar as clause (d) relates to an action, suit or proceeding involving, or a judgment, order, decree, stipulation or injunction against, the Buyer) of this Section 7(b)(i)-(iii) 5.2 is satisfied in all respectssatisfied; (vif) Sellers All applicable waiting periods (and any extensions thereof) shall have received from expired or otherwise been terminated, except where the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will by this Agreement before the expiration or other termination of any such waiting period would not reasonably be reasonably satisfactory expected to result in form a material adverse effect on the business, financial condition or results of operations of the Sellers or the ability of the Sellers to consummate the transactions contemplated by this Agreement; (g) The Buyer shall have executed and substance delivered to the Sellers. Parent each of the Ancillary Agreements, including the Escrow Agreement, the Registration Rights Agreement and the Transition Services Agreement; (h) The Sellers' Representative may waive any condition specified Escrow Agent shall have executed and delivered to the Parent the Escrow Agreement; and (i) The Parent shall have received such other customary certificates (such as a certificate of good standing of the Buyer in this Section 7(bits jurisdiction of incorporation and certificates as to the incumbency of officers and the adoption of authorizing resolutions) if they execute a writing so stating at or prior to as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions sale of the Hydroelectric Assets contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (ia) The Buyer shall have performed in all material respects its covenants and agreements contained in this Agreement and which relate to the Hydroelectric Assets and are required to be performed on or prior to the Closing Date; (b) The representations and warranties of the Buyer which relate to the Buyer or the Hydroelectric Assets and are set forth in Section 3(b) above this Agreement shall be true and correct in all Material respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date; (iic) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) The Sellers shall have received a certificate from an authorized officer of the Buyer an executed Escrow Agreement in Buyer, dated the form and substance Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth as Exhibit A attached heretoin Sections 9.3(a) and (b) have been satisfied; (viid) each Seller The Buyer shall have assumed, as set forth in Section 7.10(b), all of the applicable obligations under the Main Table Agreements as they relate to IBEW/UWUA Employees to be employed at or in conjunction with the Hydroelectric Assets after the Closing Date; (e) The FERC shall have approved the Stipulation and Agreement filed in FERC Docket No. ER-97-678-000 for Massachusetts Electric Company dated May 28, 1997 and the Stipulation and Agreement filed in FERC Docket No. ER-97- 680-000 for Narragansett Electric Company dated May 30, 1997; and Stipulation and Agreement shall be and shall continue to be in full force and effect; and (f) The Sellers shall have received an opinion from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D heretoWeil, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreementGotshal & Xxxxxx LLP, in the form and substance attached hereto as Exhibit E; provided, however, counsel for the Buyer, in its sole discretion, may add to or subtract from dated the list of those employees it determines to be or not to be Key Employees on Annex IV Closing Date and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior Sellers and their counsel, substantially to the Closing.effect that: (1) The Buyer is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver this Agreement and those Ancillary Agreements which relate to the Hydroelectric 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 Hydroelectric Assets contemplated hereby have been duly authorized by all requisite corporate action taken on the part of the Buyer; (2) this Agreement and those Ancillary Agreements which relate to the Hydroelectric Assets have been duly executed and delivered by the Buyer and (assuming that the Sellers 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 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 discretion of the court before which any proceeding therefor may be brought; (3) the execution and delivery and performance of this Agreement and the Ancillary Agreements by the Buyer does not (i) conflict with the Certificate of Incorporation or Bylaws, as currently in effect, of the Buyer or (ii) to our knowledge constitute a violation of or default under the Applicable Contracts (except that we express no opinion as to any covenant, restriction or provision of any such agreement or instrument with respect to financial covenants, ratios or tests or any aspect of the financial condition or results of operations

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the sale and transfer of the Company Shares and the other transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction or waiver of the following conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Representative: (ia) the representations and warranties of the Buyer set forth in Section 3(b) above this Agreement that are not subject to any materiality qualification shall be true and correct in all Material material respects at as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Dateas though made as of the Closing; (iib) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with all under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vc) the Buyer shall have delivered to the Sellers Representative the Buyer Certificate; (d) the Representative shall have received a certificate counterpart of the Escrow Agreement executed by the Buyer and the Escrow Agent; (without qualification e) the Representative shall have received evidence of delivery of the Escrow Fund to the Escrow Agent; (f) the Representative shall have received the certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certified charter documents, certificates as to knowledge or Materiality or otherwisethe incumbency of officers and the adoption of authorizing resolutions) to the effect that each listed on Schedule 6.2(f); and (g) following review of the conditions specified above Company Data Package, the Buyer shall have notified the Sellers in Section 7(b)(i)-(iii) writing that it is satisfied in all respects; (vi) Sellers shall have received from its sole discretion with the Buyer an executed Escrow Agreement results contained in the form Company Data Package and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder it wishes to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, proceed with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will by this Agreement, which notice shall be reasonably satisfactory in form and substance irrevocable with regard to the Sellers. The Sellers' Representative may waive any this condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closinghaving been met.

Conditions to Obligations of the Sellers. The obligations obligation of each Seller to effect the sale of the Sellers Purchased Assets contemplated by this Agreement shall be subject to consummate the transactions fulfillment at or prior to be performed by them in connection with the Closing is subject to satisfaction or waiver Date of the following additional conditions: (ia) the Buyer shall have performed and complied with in all material respects the covenants contained in this Agreement which are required to be performed and complied with by the Buyer on or prior to the Closing Date and the representations and warranties of the Buyer which are set forth in Section 3(b) above this Agreement shall be true and correct in all Material material respects as of the date of the Original Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date; (iib) the Buyer Teligent shall have performed and complied with all received (on behalf of its covenants hereunder the Sellers) a certificate from an authorized officer of the Buyer, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth in all Material respects through the ClosingSection 8.3(a) have been satisfied; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (viic) each Seller shall have received from the Buyer an executed joinder other items to the Stockholders Agreement in the form and substance set forth as Exhibit C attached heretobe delivered to it pursuant to Section 4.4; (viiid) all FCC Consents shall have been obtained or if any FCC Consent has not been obtained by the Closing Date, the Buyer has either waived the requirements for such FCC Consent or the Buyer and the Seller Licensees have entered, at the Buyer's option, into a management agreement whereby the Buyer will act as manager of the operations of the Seller Licensees on behalf of the Seller Licensees and at the direction of the Seller Licensees and consistent with all applicable laws and regulations until such FCC Consent has been obtained; and (e) the Certificate or Articles of Incorporation and Bylaws of the Designated Buyer Subsidiaries shall execute and deliver an Equity Subscription Agreement be substantially in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F E attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any Any condition specified in this Section 7(b) if they execute a 8.3 may be waived by the Sellers; provided that no such waiver shall be effective against any Seller unless it is set forth in writing so stating at or prior to the Closingexecuted by such Seller.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions sale of the Fossil Assets contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (ia) The Buyer shall have performed in all material respects its covenants and agreements contained in this Agreement which relate to the Fossil Assets and are required to be performed on or prior to the Closing Date; (b) The representations and warranties of the Buyer which relate to the Buyer of Fossil Assets and are set forth in Section 3(b) above this Agreement shall be true and correct in all Material respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date; (iic) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) The Sellers shall have received a certificate from an authorized officer of the Buyer an executed Escrow Agreement in Buyer, dated the form and substance Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth as Exhibit A attached heretoin Sections 8.3(a) and (b) have been satisfied; (viid) each Seller The Buyer shall have assumed, as set forth in Section 7.10, all of the applicable obligations under the Main Table Agreements and the BUW CBAs as they relate to union employees to be employed at or in conjunction with the Fossil Assets after the Closing Date; (e) The FERC shall have approved the Stipulation and Agreement filed in FERC Docket No. ER-97-678-000 for Massachusetts Electric Company dated May 28, 1997 and the Stipulation and Agreement filed in FERC Docket No. ER-97- 680-000 for Narragansett Electric Company dated May 30, 1997; and said Stipulation and Agreements shall be and shall continue to be in full force and effect; and (f) The Sellers shall have received an opinion from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D heretoWeil, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreementGotshal & Xxxxxx LLP, in the form and substance attached hereto as Exhibit E; provided, however, counsel for the Buyer, in its sole discretion, may add to or subtract from dated the list of those employees it determines to be or not to be Key Employees on Annex IV Closing Date and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior Sellers and their counsel, substantially to the Closing.effect that: (1) The Buyer is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver this Agreement and those Ancillary Agreements which relate to the Fossil 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 Fossil Assets contemplated hereby have been duly authorized by all requisite corporate action taken on the part of the Buyer; (2) this Agreement and those Ancillary Agreements which relate to the Fossil Assets have been duly executed and delivered by the Buyer and (assuming that the Sellers 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 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 discretion of the court before which any proceeding therefor may be brought; (3) the execution and delivery and performance of this Agreement and the Ancillary

Conditions to Obligations of the Sellers. The obligations of the Sellers each Seller to consummate carry out the transactions contemplated by this Agreement are subject, at the option of Sellers, to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the Buyer shall have furnished Sellers with a certified copy of all necessary corporate action on its behalf approving its execution, delivery and performance of this Agreement. (b) All representations and warranties set forth of Buyer contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at and as of the Closing Date; (ii) the Closing, Buyer shall have performed and complied with all of its covenants hereunder satisfied in all Material material respects through all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing;, and Buyer shall have delivered a certificate signed by an authorized officer to the effect of the foregoing. (iiic) Buyer will have procured all third party consents needed As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Buyer and given all notices required in connection with this Agreement and or on behalf of the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of Company or any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivSeller) no action, suit or proceeding shall be pending or threatened before any court Governmental Authority seeking to restrain the Company or quasi-judicial prohibit the Closing or administrative agency seeking Damages against the Company as a result of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);Agreement. (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder opinion of Greenberg Traurig, P.A., counsel to Buyer, dated as of the Closing Datx, xx xxxm xxx xxbstance reasonably satisfactory to the Stockholders Agreement in Company, to the form effect of Sections 4.01, 4.02 and substance set forth 4.03(i). In rendering such opinion, Greenberg Traurig, P.A. may rely as Exhibit C attached hereto;to factual matters on certificates xx xxxxxers and directors of Buyer and on certificates of governmental officials. (viiie) the Buyer shall execute have furnished Sellers with a certified copy of all necessary corporate action on its behalf approving the Buyer's execution, delivery and deliver an Equity Subscription Agreement in the form performance of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares;this Agreement. (ixf) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions All proceedings to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will and all documents incident thereto shall be reasonably satisfactory in form and substance to Sellers and their counsel, and Sellers and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. (g) Sellers shall have received written evidence, in form and substance satisfactory to Sellers, of the Sellers. The Sellers' Representative may waive consent to the transactions contemplated by this Agreement of all governmental, quasi-governmental and private third parties (including, without limitation, persons or other entities leasing real or personal property to the Buyer) where the absence of any condition specified such consent would result in this Section 7(ba violation of law or a breach or default under any agreement to which the Buyer is subject. (h) Buyer shall have paid City National Bank (the "Bank") for amounts due to the Bank by the Company as reflected on the May 31, 1999 balance sheet included in the Financial Statements, which payment shall not exceed $4,000,000 (it being understood that (i) if they execute a writing so stating at or prior the actual amount owed on the Closing Date exceeds $4,000,000, such excess amount shall be paid by Sellers, with the net effect being that the debt to the Bank is repaid in full at Closing, and (ii) if the actual amount owed on the Closing Date is less than $4,000,000, the difference between $4,000,000 and the actual amount owed on the Closing Date shall be added to the Company's Net Worth as of the Closing for purposes of calculating the Purchase Price Adjustment). (i) Buyer shall have executed and delivered to Vaughn Barnes the Employment Agreement in the form attached hereto as Xxxxxxx X (xxe "Barnes Employment Agreement").

Conditions to Obligations of the Sellers. The obligations of the ---------------------------------------- Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction the satisfaction, or waiver by the Sellers, of the following conditions: (a) the Buyer shall have, at its expense, (i) obtained all of the waivers, permits, consents, approvals or other authorizations from third parties and Governmental Entities, and effected all of the registrations, filings and notices with or to Governmental Entities, as may be necessary to permit the Buyer to consummate the transactions contemplated by this Agreement, and (ii) obtained all other waivers, permits, consents, approvals or other authorizations and effected all other registrations, filings and notices necessary or desirable in connection with the transactions contemplated by this Agreement, except in the case of clause (ii) for any waivers, permits, consents, approvals or authorizations in whose absence the Closing could be consummated without materially adversely affecting the Sellers; (b) the representations and warranties of the Buyer set forth in Section 3(b) above Article IV shall be true and correct in all Material respects at material respects, except for representations and warranties already qualified by materiality, which shall be true and correct as stated, as of the Closing Dateas if made as of the Closing, except for representations and warranties made as of a specific date, which shall be true and correct in all material respects, except for representations and warranties already qualified by materiality, which shall be true and correct as stated, as of such date; (iic) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivd) 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 Governmental Entity wherein an unfavorable judgment, order, decree, stipulation, injunction, stipulation or charge injunction would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (consummation, and no such judgment, order, decree, stipulation, injunction, stipulation or charge injunction shall be in effect); (ve) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality materiality or otherwise) to the effect that each of the conditions specified above in clauses (a) through (c) of this Section 7(b)(i)-(iii) 6.2 is satisfied in all respects; (vig) the Buyer and the Sellers shall have entered into a Services and Facilities Agreement in a form mutually agreeable to the parties hereto; (h) all waiting periods applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been earlier terminated; (i) the Sellers shall have received from the Buyer an executed Escrow Agreement in and the form and substance set forth Buyer's officers all customary closing certificates as Exhibit A attached heretoit shall have requested; (viij) each Seller the GTCR Parties shall have received from executed and delivered (i) the Buyer an executed joinder to Registration Joinder and (ii) the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto;Stockholder Joinder; and (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xik) all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby will and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to be performed by them in connection with consummated at the Closing is subject to the satisfaction or waiver of the following additional conditions: (i) : the representations and warranties of the Buyers set forth in the first sentence of Section 3(b) above 3.1 and in Section 3.2 and any representations and warranties of the Buyers set forth in this Agreement that are qualified as to materiality shall be true and correct in all Material respects at respects, and all other representations and warranties of the Buyers set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date; as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (ii) the in which case such representations and warranties shall be true and correct as of such date); each Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) ; no action, suit or proceeding Legal 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, stipulation or charge injunction would (Ai) prevent restrain or prohibit consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (consummation, and no such judgment, order, decree, stipulation, injunction, stipulation or charge injunction shall be in effect); (v) ; the Buyer Buyers shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of Buyer Certificates; and the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from such other certificates and instruments (including certificates of good standing of the Buyer an executed Escrow Agreement Buyers in the form and substance set forth its jurisdiction of organization, certificates as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in incumbency of officers and the form and substance set forth adoption of authorizing resolutions) as Exhibit C attached hereto; (viii) the Buyer they shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer reasonably request in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate deliver the transactions to be performed by them in connection with Subsidiary Equity Interests at the Closing is subject to the satisfaction or waiver of the following conditionsconditions precedent, any or all of which may be waived in writing by the Sellers at their sole discretion: (ia) the The representations and warranties set forth in Section 3(b) above of the Purchaser contained herein shall be true and correct in all Material material respects at and as of the Closing DateDate with the same effect as though such representations and warranties were made at and as of the Closing Date other than representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time) and Purchaser shall furnish the Sellers with an officer's certificate as to the foregoing; (iib) the Buyer The Purchaser shall have performed and complied with in all material respects all of its covenants hereunder in all Material respects through obligations required by this Agreement to be performed by it on or prior to the ClosingClosing and the Purchaser shall furnish the Sellers with an officer's certificate as to the foregoing; (iiic) Buyer will have procured all third party consents needed As of the Closing Date, there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by Buyer and given all notices required in connection with this Agreement and a court or governmental or regulatory agency of competent jurisdiction to the effect that the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, by this Agreement may not be consummated and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) there shall be no action, suit or proceeding pending, which is brought by any governmental or regulatory agency, seeking to so enjoin the transaction; (d) The Sellers shall have received all consents, approvals, authorizations or orders required as set forth on Schedule 2.05; (e) The applicable waiting period under the HSR Act shall have expired or been terminated; (f) The Purchaser (or its affiliate as applicable) shall have executed the agreements referenced in Section 4.07 and as set forth on Schedule 4.07 and the other agreements required to 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 entered into pursuant to this Agreement; (Ag) prevent consummation of any The Purchaser shall have obtained the financing referred to in Section 4.17; (h) The closing of the transactions contemplated by this the Equity Purchase Agreement shall have occurred or shall occur simultaneously with the Closing; and (i) Magellan and the Purchaser (or their respective affiliates) shall have either (i) executed the JV Purchase Agreement, upon terms and conditions mutually agreeable to Magellan and Purchaser, pursuant to which Magellan will cause its subsidiaries which are Joint Venture Partners in Joint Ventures which are the subject of the Services Agreements between Magellan and certain subsidiaries of Purchaser, to transfer to Purchaser the joint venture interests in the Joint Ventures or (Bii) cause any executed amendments to the Services Agreements, upon terms mutually agreeable to the parties, pursuant to which Magellan will transfer to Purchaser all rights to receive all distributions with respect to the Joint Ventures other than pursuant to working capital loan agreements and the Partial Satisfaction Agreement and pursuant to which Purchaser shall assume all obligations of the Joint Venture Partners thereafter arising with respect to the interests in the Joint Ventures. (j) The Boards of Directors of the Sellers shall have approved, in accordance with Section 2.02, the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.Agreement. ARTICLE VI

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (ia) The Buyer shall have performed its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date; (b) The representations and warranties of the Buyer set forth in Section 3(b) above this Agreement shall be true and correct in all Material respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date; (iic) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) The Sellers shall have received a certificate from an authorized officer of the Buyer an executed Escrow Agreement in Buyer, dated the form and substance Closing Date, to the effect that, to the best of such officers' knowledge, the conditions set forth as Exhibit A attached hereto;in Sections 8.3(a) and (b) have been satisfied; and (viid) each Seller The Sellers shall have received an opinion from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D heretoXxxxxxxx Xxxxxxx LLP, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, counsel for the Buyer, in its sole discretion, may add to or subtract from dated the list of those employees it determines to be or not to be Key Employees on Annex IV Closing Date and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior Sellers and their counsel, substantially to the Closingeffect 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 requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby; and the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action taken on the part of the Buyer; (2) this Agreement and the Ancillary Agreements have been executed and delivered by the Buyer and (assuming that the Sellers 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 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 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 currently in effect, of the Buyer; and (4) 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 (i) the Buyer Required Regulatory Approvals, all of which have been obtained and are in full force and effect with such terms and conditions as shall have been imposed by any applicable governmental authority, (ii) declarations, filings or registrations with, or notices to, or authorizations, consents or approvals relating to Permits and Environmental Permits and (iii) such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not obtained or made, would not, in the aggregate have a Material Adverse Effect. 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 the State of New York, such counsel may rely upon opinions of counsel admitted to practices in such other 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 Members and Managers of the Buyer and its subsidiaries and by public officials.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing Sale is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in the first sentence of Section 3.1 and 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, and the representations and warranties of the Buyer set forth in this Agreement that are not so qualified (other than those set forth in Section 3(b3.1 and Section 3.3) above shall be true and correct in all Material respects at material respects, in each case as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date or as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date); (b) the Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding Legal 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, stipulation or charge injunction would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have a Buyer Material Adverse Effect, and no such judgment, order, decree, stipulation, injunction, stipulation or charge injunction shall be in effect); (vd) the Buyer shall have delivered to the Sellers Company a certificate (without qualification as to knowledge or Materiality or otherwisethe "Buyer Certificate") to the effect that each of the conditions specified above in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of this Section 7(b)(i)-(iii) 5.2 is satisfied in all respects; (vie) the Buyer shall have delivered to the Company (i) a certificate representing the Initial Shares and (ii) the Warrants, and shall have delivered to the Escrow Agent a certificate representing the Escrow Shares; (f) the Sellers shall have received from counsel to the Buyer an executed Escrow Agreement in opinion with respect to the form and substance matters set forth as in Exhibit A 5.2(f) attached hereto, addressed to the Company and dated as of the Closing Date; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viiig) the Buyer shall execute and deliver an Equity Subscription Agreement in have entered into the form of Exhibit D hereto, with each of the Sellers acquiring Buyer SharesEscrow Agreement; (ixh) the Key Employees Buyer shall have delivered to the Sellers instruments of assumption, in a form reasonably required by them, pursuant to which the Buyer shall assume the Assumed Liabilities; and (i) the Company shall have received from the Buyer an executed employment agreement, in the form such other certificates and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list instruments (including without limitation certificates of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form good standing of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in its jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the ---------------------------------------- Sellers to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment (all or any of which may be performed waived by them in connection with Seller) at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (a) The Sellers shall have received the Preliminary Purchase Price from Buyer; (i) the The representations and warranties of the Buyer set forth in Section 3(b) above this Agreement shall be true and correct in all Material material respects as of the date of this Agreement and as of the Closing Date as though repeated at and as of the Closing Date; , and (ii) the Buyer shall have performed and complied in all material respects with all of its covenants hereunder and agreements contained in all Material respects through this Agreement which are required to be performed on or prior to the ClosingClosing Date; (iiic) Buyer will The Sellers shall have procured all third party received a certificate from an authorized officer of the Buyer, dated the Closing Date, to the effect that, to the best of such officer's Knowledge, the conditions set forth in Sections 8.3(a) and (b) have been satisfied; (d) The consents needed by Buyer and given all notices approvals required in connection with to be obtained pursuant to Section 8.1(c) hereof shall not contain, or be granted subject to, terms or conditions which, from the Sellers' perspective, materially and adversely affect the benefits to the Sellers under this Agreement and or the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ive) 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 rescinded following consummation (All corporate and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions other proceedings to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will and all documents incident thereto shall be reasonably satisfactory in form and substance to the Sellers and their counsel, and the Sellers and their counsel shall have received all such certified or other copies of such documents as it or they may reasonably request; and (f) The Sellers shall have received an opinion from counsel for Buyer reasonably satisfactory to Sellers, dated the Closing Date, to the effect that: (1) Buyer is a corporation organized, existing and in good standing under the laws of the Commonwealth of Pennsylvania, and has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby; and the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the sale and purchase of the Purchased Assets contemplated hereby have been duly authorized by all requisite corporate action taken on the part of the Buyer; (2) this Agreement and the Ancillary Agreements have been duly executed and delivered by the Buyer and (assuming that the Seller Required Regulatory Approvals, the Seller Required Consents and the Buyer Required Regulatory Approvals are obtained) are valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective 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 the 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 therefor 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 Incorporation or by-laws (or other similar governing documents), as currently in effect, of the Buyer; (4) the Assignment and Assumption Agreement and other instruments described in Section 4.4 are in proper form and are effective for the Buyer to 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 (i) the Buyer Required Regulatory Approvals, all of which have been obtained and are Final, and (ii) any other declarations, filings, registrations, notices, authorizations, comments or approvals which if not obtained would not prevent the payment by Buyer of the Purchase Price. The Sellers' Representative As to any matter contained in such opinion which involves the laws of any jurisdiction other than the Federal laws of the United States, the Commonwealth of Pennsylvania or the State of Maine, such counsel may waive any condition specified rely upon opinions of counsel admitted to practice in such other 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 fact upon certificates furnished by appropriate officers and directors of the Buyer and its respective Affiliates and by public officials; and (g) Buyer shall have delivered to Sellers the documents and agreements contemplated to be delivered by the Buyer in Section 4.4 or elsewhere in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing Transaction is subject to the satisfaction (or waiver in writing by the Representative in its sole discretion) of the following further conditions: (ia) Each of the Fundamental Representations made by the Buyer shall be true and correct when made and as of the Closing as if made at and as of the Closing, except to the extent that such Fundamental Representation refers specifically to an earlier date, in which case such Fundamental Representation shall have been true and correct as of such earlier date. (b) Each of the representations and warranties of the Buyer set forth in Section 3(bthis Agreement (other than the Fundamental Representations) above that is qualified by materiality shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all Material material respects at and 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 representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date or (ii) for circumstances under which the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of the Buyer to perform its obligations under this Agreement and the Transaction Documents and consummate the Transaction. (c) The Buyer shall have performed and or complied in all material respects with all of its obligations and covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect);complied with at or prior to the Closing Date. (vd) The Sellers’ Representative shall have received a certificate dated the Closing Date signed on behalf of the Buyer by an officer of the Buyer to the effect that the conditions set forth in Sections 5.3(a), 5.3(b), and 5.3(c) have been satisfied (the “Buyer’s Closing Certificate”). (e) The Buyer shall have executed and delivered to the Sellers a certificate (without qualification as all agreements and other documents required to knowledge or Materiality or otherwise) be executed and delivered to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow pursuant to this Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in Section 3(b) above Article III shall be true and correct in all Material respects at and as of the Closing Date as if made on the Closing Date, except (i) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to the following clause (ii)), and (ii) where the failure of any such representation or warranty to be true and correct would not reasonably be expected to result 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 Buyer Material Adverse Effect for purposes of this clause (ii)); (iib) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with by it under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing, except where the failure to so perform or comply would not reasonably be expected to result in a Buyer Material Adverse Effect; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) 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, stipulation or charge would (A) prevent injunction enjoining or preventing the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer shall have executed and delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Parent the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vie) Sellers all applicable waiting periods (and any extensions thereof) under any applicable Antitrust Laws shall have received from expired or otherwise been terminated and any consents required thereunder shall have been obtained; and (f) each deliverable of the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (viiunder Section 1.3(b) each Seller shall have received from the Buyer an executed joinder been delivered to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingapplicable Seller.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver wavier by the Sellers) of the following additional conditions: (ia) Other than the representations and warranties of the Purchaser contained in Section 6.1, Section 6.2 and Section 6.5, the representations and warranties of the Purchaser set forth in Section 3(b) above this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (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;Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). The representations and warranties of the Purchaser contained in Section 6.1, Section 6.2 and Section 6.5 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (iib) the Buyer The Purchaser shall have duly performed and complied in all material respects with all of its agreements, covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed and conditions required by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines other Transaction Documents to be performed or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form complied with by it as of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingClosing Date. (c) No injunction or restraining order shall have been issued by any Governmental Body and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) The Purchaser shall have duly executed and delivered each Transaction Document (other than this Agreement) and such other documents or deliverables required of it in connection with the Closing under Section 4.2.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver wavier by the Sellers) of the following additional conditions: (ia) Other than the representations and warranties of the Purchaser contained in Section 6.1, Section 6.2 and Section 6.5, the representations and warranties of the Purchaser set forth in Section 3(b) above this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (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;Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). The representations and warranties of the Purchaser contained in Section 6.1, Section 6.2 and Section 6.5 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (iib) the Buyer The Purchaser shall have duly performed and complied in all material respects with all of its agreements, covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed and conditions required by Buyer and given all notices required in connection with this Agreement and each of the transactions contemplated hereby, including without limitation all action necessary in connection other Transaction Documents to be performed or complied with and/or by it as of or prior to the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;Closing Date. (ivc) no action, suit No Legal Proceeding (i) challenging 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) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, or (Bii) that would cause any of the transactions contemplated by this Agreement to be rescinded following consummation consummation, or (iii) that would affect adversely the right of the Purchaser to own, operate or control any of the Purchased Assets, or to conduct the Business as currently conducted, following the Closing, and no such judgment, order, decree, stipulation, injunction, stipulation or charge injunction shall be in effect);. (vd) the Buyer The Purchaser shall have duly executed and delivered to each Transaction Document (other than this Agreement) and such other documents or deliverables required of it in connection with the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Closing under Section 7(b)(i)-(iii) is satisfied in all respects;4.2. (vie) The Purchaser shall have paid Sellers the Purchase Price. (f) The Purchaser shall have received from the Buyer Sellers the results of an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each inventory count of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto Business as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or date immediately prior to the Closing.Closing Date. 4306983-11

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing Contemplated Transactions is subject to satisfaction or waiver the fulfillment (any of all of which may be waived in writing by the Representatives in their sole discretion) of the following conditionsconditions precedent: (ia) Each of the representations and warranties of the Buyer set forth in Section 3(b) above this Agreement shall be true and correct in all Material material respects at and as of the Closing Date;Date as if made at and as of the Closing except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. (iib) the The Buyer shall have performed and complied in all material respects with all of its obligations, agreements and covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgmentperformed or complied with by Buyer on, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingClosing Date. (c) The Sellers shall have received a certificate dated the Closing Date signed on behalf of the Buyer by an officer of the Buyer to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied. (d) The Buyer shall have executed and delivered to the Sellers all agreements and other documents required to be executed and delivered to the Sellers pursuant to this Agreement and the Ancillary Agreements at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Sellers the Closing pursuant to Section 2.4(a)) and the Buyer shall have made the payments required to be made by the Buyer at the Closing pursuant to Section 2.2. (e) Buyer shall have delivered or caused to be delivered, to each Buyer’s Stock Recipient, Buyer’s instructions to Buyer’s transfer agent to issue the respective amount of Buyer’s Stock to each Buyer’s Stock Recipient.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate effect the Stock Purchase and the other transactions to be performed by them in connection with the Closing is contemplated hereby are also subject to the satisfaction or waiver by the Sellers prior to the Closing Date of the following conditions: (ia) all of the representations and warranties of Alon set forth in Section 3(b) above this Agreement, shall be true and correct as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), without regard to any materiality qualifier contained in such representations and warranties, except where the failure to be so true and correct, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Alon or a material adverse effect upon the consummation of the Stock Purchase; (b) Alon shall have performed in all Material material respects all obligations required to be performed by it under this Agreement at and as of or prior to the Closing Date; (iic) the Buyer Sellers’ Representative shall have performed been furnished with a certificate, executed by a duly authorized officer of Alon, dated the Closing Date, certifying as to the fulfillment the conditions in Sections 9.3(a) and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effectb); (vd) Alon shall have delivered to each Seller, such Seller’s Pro Rata Portion of the Buyer Cash Payment; (e) Alon shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Escrow Agent the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsHoldback Amount; (vif) the Escrow Agent shall have delivered to each Seller, such Seller’s Pro Rata Portion of the Deposit; (g) Alon and the Escrow Agent shall have executed and delivered the Holdback Escrow Agreement; and (h) the Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth such other documents as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' ’ Representative may waive reasonably requests evidencing the satisfaction of any condition specified referred to in this Section 7(b) if they execute a writing so stating at or prior to the Closing9.3.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate effect the transactions to be performed by them in connection with the Closing is Stock Purchase are also subject to the satisfaction or waiver by the Sellers prior to the Closing Date of the following conditions: (ia) the representations and warranties of Buyer and Standard Pacific set forth in Section 3(b) above this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all Material respects at material respects, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); (b) Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date; (iic) the Sellers shall have been furnished with a certificate, executed by a duly authorized officer of Buyer, dated the Closing Date, certifying as to the fulfillment of conditions in Sections 9.3(a) and (b); (d) Buyer shall have delivered the Closing Payment to each of the Sellers; (e) the Sellers shall have received an opinion dated the Closing Date of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to Buyer, substantially in the form of Exhibit F; (f) any consents required to be obtained from any Governmental entities or other Person shall have been obtained and delivered to Sellers; and (g) the Buyer shall have performed and complied either obtained a release from, or indemnified Xxxxx Xxxxxx with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices respect to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties each Guaranty as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing6.14.

Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to consummate the transactions satisfaction at or prior to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions, but compliance with any such conditions may be waived by the Seller Representative in writing: (ia) the The representations and warranties set forth of the Buyer in Section 3(bthis Agreement (and in any Buyer Documents) above that are qualified or limited as to “materiality” or “Material Adverse Effect” shall be true and correct in all Material respects at and as of the Closing Datewith the same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date), and the representations and warranties of the Buyer in this Agreement (and in any Buyer Documents) that are not qualified or limited as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects at and as of the Closing with the same effect as though made at and as of such time, (except for representations and warranties that are made expressly as of a specific date, which representations and warranties shall be true and correct as of such date); provided, however, that the representation of the Buyer in Section 3.7 shall be true and correct in all respects at and as of the Closing with the same effect as though made at and as of such time; (iib) the The Buyer shall will have performed and complied in all material respects with all of its the covenants hereunder in all Material respects through and agreements required by this Agreement to be performed or complied with by the Buyer at or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation the delivery of all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing items required under the Xxxx-Xxxxx-Xxxxxx Act;to be delivered by them pursuant to Section 1.5; and (ivc) no No Governmental Body will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that remains in effect and has the effect of enjoining, restraining or prohibiting the consummation of the Closing or otherwise making it illegal nor shall any Governmental Body have threatened to institute or instituted any action, suit or proceeding shall be pending or threatened before any court or quasi-proceeding, whether judicial or administrative agency of any federaladministrative, statewhich seeks to enjoin, localrestrain, delay, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent prohibit the consummation of any of the transactions contemplated by this Agreement or (B) cause any in accordance with the terms of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver waiver, at or prior to the Closing, of each of the following conditions: (i) 7.2.1. the representations and warranties set forth of the Purchaser contained in Section 3(b) above 4 shall be true and correct in all Material material respects at as of the date hereof and as of the Closing Dateas though restated on and as of such date, provided that solely for the purpose of this Section 7.2.1 any inaccuracies in such representations and warranties shall be disregarded if all such inaccuracies considered collectively do not constitute a Purchaser Material Adverse Effect (it being understood that any materiality qualification contained in such representations and warranties shall be disregarded for this purpose). The foregoing shall not be in limitation of any rights and remedies that the Sellers may have with respect to any such inaccuracies whether or not they constitute a Purchaser Material Adverse Effect; (ii) 7.2.2. the Buyer shall have performed and covenants contained in this Agreement to be complied with by the Purchaser on or before the Closing (including, without limitation, all of its covenants hereunder in all Material respects through obligations which Purchaser would be required to perform at the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and Closing if the transactions contemplated hereby, including without limitation hereby were consummated) shall have been complied with in all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Actmaterial respects; (iv) 7.2.3. the stockholders of USDATA shall have approved the Asset Purchase in accordance with Applicable Law and the USDATA's certificate of incorporation and bylaws; and 7.2.4. Purchaser and SCP shall have entered into the Registration Rights Agreement. 7.2.5. there shall be no action, suit suit, proceeding or proceeding shall be pending investigation by or threatened before any court or quasi-judicial or court, administrative agency of any federalor other Governmental Authority, stateto restrain, local, prohibit or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of invalidate the transactions contemplated by this Agreement Agreement, or (B) cause which may affect the right of the Sellers to sell, transfer or assign to the Purchaser, or the right of the Purchaser to purchase and assume, the Assets or any material portion thereof, at the Closing, which has not been initiated by the Sellers or their Affiliates, family members, representatives or any party acting in concert with any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingforegoing.

Conditions to Obligations of the Sellers. The obligations of the Sellers each Seller to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver the Sellers’ Representative’s waiver, at or prior to the Closing, of each of the following conditions: (ia) Other than the representations and warranties set forth of the Buyer Parties contained in Section 3(b) above 4.01 and Section 4.04, the representations and warranties of the Buyer Parties contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (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;Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Buyer Parties contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (iib) the The Buyer Parties shall have duly performed and complied in all material respects with all of its agreements, covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed and conditions required by Buyer and given all notices required in connection with this Agreement and the transactions contemplated herebyAncillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, including without limitation that with respect to agreements, covenants and conditions that are qualified by materiality, the Buyer Parties shall have performed such agreements, covenants and conditions as so qualified, in all action necessary respects. (c) The Sellers’ Representative shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Buyer Parties that each of the conditions set forth in connection with and/or the receipt of Section 7.03(a) and Section 7.03(b) have been satisfied. (d) No injunction or restraining order shall have been issued by any notices to, filings withGovernmental Authority, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);, which restrains or prohibits any material transaction contemplated hereby. (ve) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to the Sellers’ Representative. (f) Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) Sellers’ Representative cash in an amount equal to the effect that each Closing Date Payment by wire transfer of the conditions specified above in Section 7(b)(i)-(iiiimmediately available funds, to an account or accounts designated at least three (3) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or Business Days prior to the ClosingClosing Date by the Sellers’ Representative in a written notice to the Buyer Parties. (g) Buyer shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Companies or their Subsidiaries to such holder of outstanding Indebtedness as set forth on the Closing Certificate. (h) Buyer shall have delivered, by wire transfer of immediately available funds, that amount of Transaction Expenses due and owing from the Companies or their Subsidiaries to the applicable accounts as set forth on the Closing Certificate.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction or waiver waiver, at or prior to the Closing by the Sellers, of each of the following conditions: (ia) the representations and warranties set forth in Section 3(b) above Purchaser Fundamental Representations shall be true and correct in all Material material respects at as of the date of this Agreement and as of the Closing DateDate as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects only as of such specific date); (iib) the Buyer representations and warranties of the Purchaser (other than the Purchaser Fundamental Representations) set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, prevent the Purchaser from consummating the transactions contemplated herein or performing their respective obligations under this Agreement or the ancillary agreements (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, prevent the Purchaser from consummating the transactions contemplated herein or performing their respective obligations under this Agreement or the ancillary agreements); (c) 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 all of its covenants hereunder in all Material respects through by the Closing;Purchaser at or prior to the Closing Date; and (iiid) Buyer will the Sellers shall have procured all third party consents needed by Buyer and given all notices required in connection with received from the Purchaser, executed copies of the board of directors of the Purchaser authorizing this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingherein.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing Transaction is subject to the satisfaction (or waiver in writing by the Representative in its sole discretion) of the following further conditions: (ia) Each of the Fundamental Representations made by the Buyer shall be true and correct when made and as of the Closing as if made at and as of the Closing, except to the extent that such Fundamental Representation refers specifically to an earlier date, in which case such Fundamental Representation shall have been true and correct as of such earlier date. (b) Each of the representations and warranties of the Buyer set forth in Section 3(bthis Agreement (other than the Fundamental Representations) above that is qualified by materiality shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all Material material respects at and 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 representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date or (ii) for circumstances under which the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of the Buyer to perform its obligations under this Agreement and the Transaction Documents and consummate the Transaction. 63 (c) The Buyer shall have performed and or complied in all material respects with all of its obligations and covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect);complied with at or prior to the Closing Date. (vd) The Sellers’ Representative shall have received a certificate dated the Closing Date signed on behalf of the Buyer by an officer of the Buyer to the effect that the conditions set forth in Sections 5.3(a), 5.3(b), and 5.3(c) have been satisfied (the “Buyer’s Closing Certificate”). (e) The Buyer shall have executed and delivered to the Sellers a certificate (without qualification as all agreements and other documents required to knowledge or Materiality or otherwise) be executed and delivered to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow pursuant to this Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions Transactions to be performed by them in connection with the Closing is are subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 3(b) 4 above shall be true and correct in all Material material respects at and as of the Closing DateDate as though made on the Closing Date (except that all representations and warranties that are not qualified by materiality need only be true and correct in all material respects and any representation or warranty that speaks as of a specific date need only be correct and complete as of that date); (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit 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, stipulation, injunctionruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement Transactions or (B) cause any of the transactions Transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, stipulation, injunctionruling, or charge having the same consequences shall be in effect); (viv) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (viv) Sellers the Buyer shall have received from executed and delivered to the Buyer an executed Escrow Agreement Sellers the instrument of assumption of liabilities in the form agreed upon in accordance with Section 5(i) hereof; (vi) the Buyer and substance set forth as Exhibit A attached heretothe lessor(s) under the Leases shall have executed and delivered to the Sellers an Assignment, Assumption, Consent and Amendatory Agreement in substantially the form agreed upon in accordance with Section 5(i) hereof; (vii) each Seller this Agreement, all of the agreements, documents and instruments referred to herein and the Transactions shall have received from been duly and validly authorized and approved by the Bankruptcy Court pursuant to the Approval Order, as of the Closing Date, such Approval Order shall be in full force and effect, and not stayed or revoked or, in any material respect, modified, vacated or amended; and the Approval Order shall become a final order or Buyer shall be satisfied in its sole discretion that proceeding with the Closing before the Approval Order becomes a final order will not subject the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached heretoany material risk; (viii) the Buyer Purchase Price shall execute and deliver an Equity Subscription Agreement in have been paid to the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares;Sellers; and (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby Transactions and all certificates, opinions, instruments, and other documents required to effect the Transactions will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative Either Seller may waive any condition specified in this Section 7(b) if they execute it executes a writing written instrument so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or the Sellers’s waiver in writing, at or prior to the Closing, of each of the following conditions: (ia) Other than the representations and warranties set forth of the Purchaser contained in Section 3(b) above 4.01 and Section 4.04, the representations and warranties of the Purchaser contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (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;Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Purchaser contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. (iib) The Purchaser shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or on the Buyer 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 complied with all of its covenants hereunder conditions, as so qualified, in all Material respects through the Closing;respects. (iiic) Buyer will The Purchaser shall have procured delivered cash in an amount equal to the Purchase Price to Sellers by wire transfer of immediately available funds, to an account designated by the Sellers or its designee in accordance with Sections 2.02 and 2.03 of this Agreement. (d) The Sellers shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Purchaser, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied. (e) The Sellers 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 third party consents needed resolutions adopted by Buyer the management of the Purchaser authorizing the execution, delivery, and given all notices required in connection with performance of this Agreement and the consummation of the transactions contemplated hereby, including without limitation and that all action necessary such resolutions are in full force and effect and are all the resolutions adopted in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 hereby. (f) The Sellers 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 or (B) cause any of and the transactions contemplated by this Agreement other documents to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);delivered hereunder. (vg) the Buyer The Purchaser shall have delivered to the Sellers a certificate (without qualification or SMGE such other documents or instruments as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form or SMGE reasonably requests and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add are reasonably necessary to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of consummate the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in by this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to consummate the transactions satisfaction at or prior to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions, but compliance with any such conditions may be waived in writing by the Sellers, in whole or in part: (ia) Each of the representations and warranties set forth of CNET contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The Sellers shall have received a certificate of an officer of CNET, dated the Closing Date;, to that effect. (iib) the Buyer CNET shall have performed and complied with all of its the covenants hereunder in all Material respects through and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation the delivery of all action necessary in connection with and/or items required to be delivered by CNET pursuant to Section 1.4. The Sellers shall have received a certificate of an officer of CNET, dated the receipt of any notices toClosing Date, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;to that effect. (ivc) no actionAll necessary governmental consents, suit approvals, orders or proceeding authorizations have been obtained and all necessary governmental notices have been given. (d) CNET and each of Albexx xx Xxxx, Xxdoxx xx Xxxx, Xxic Xxxxxxxxx, Xxnstantin Zabrodine and Alexander Kviatkevitch will have entered into the Amendments to Employment Agreements. (e) No Governmental Body or federal or state court of competent jurisdiction shall be pending have enacted, issued, promulgated, enforced or threatened before entered any court Order that has the effect of making the transactions contemplated by this Agreement illegal 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 otherwise prohibiting consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (Agreement; and no such judgment, order, decree, stipulation, injunction, Governmental Body or charge third party shall be in effect);have initiated or threatened to initiate any proceeding seeking an Order. (vf) the Buyer Counsel to CNET shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement Shareholders Receiving CNET Stock its written opinion substantially in the form of Exhibit D E attached hereto, with each of the Sellers acquiring Buyer Shares;. (ixg) the Key Employees shall have received from the Buyer an All proceedings taken by CNET and all instruments executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to delivered by CNET on or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder prior to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer Closing Date in connection with consummation of the transactions herein contemplated hereby will shall be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(bCompany. (h) if they execute Receipt of a writing so stating at or prior to Federal reference number for the Closingwire of the cash portion of the Purchase Price.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 3(bSECTION 3(B) above shall be true and correct in all Material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (viv) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iiiSECTION 7(B)(I)-(III) is satisfied in all respects; (v) the Parties and Infinity shall have received all other authorizations, consents, and approvals of governments and governmental agencies set forth herein and in the Disclosure Schedule; (vi) Sellers each Seller and each of the other persons listed on ANNEX IV who have executed a compliance agreement in the form attached hereto as EXHIBIT D shall have received from the Buyer an executed Escrow Agreement compliance agreement in the form attached hereto as EXHIBIT D and substance set forth as Exhibit A attached heretopursuant to the terms described in ANNEX IV with respect to the initial salary and bonus for each such person listed on ANNEX IV (other than Sellers) and with respect to the initial salary for each Seller; (vii) each Seller of the Sellers who has executed an Equity Purchase Agreement in the form of EXHIBIT A attached hereto shall have received from the Buyer an a fully executed joinder to the Stockholders Equity Purchase Agreement in the form and substance set forth as Exhibit C of EXHIBIT A attached heretohereto for the issuance of Buyer's Shares to each Seller on the Closing Date; (viii) the Buyer shall execute each person listed on ANNEX VI receiving Buyer's Options under this Agreement and deliver an Equity Subscription who has executed a Stock Option Agreement in the form attached hereto as EXHIBIT B shall have received from Buyer an executed Stock Option Agreement in the form attached hereto as EXHIBIT B for the issuance to each such person listed on ANNEX VI of Exhibit D hereto, (A) Buyer's Options in the amount set forth next to such person's name on Closing Date and (B) potential additional Buyer's Options in accordance with each the terms of the Sellers acquiring Buyer SharesEXHIBIT B; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative Sellers may waive any condition specified in this Section 7(bSECTION 7(B) if they execute a writing so stating at or prior to the Closing. If the Closing occurs, Sellers shall be deemed to have waived any unsatisfied condition to their obligations hereunder.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is contemplated hereby are subject to satisfaction or waiver the fulfillment of the following conditions: (ia) the The representations and warranties set forth of the Purchaser contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing; all agreements to be performed hereunder by the Purchaser at or prior to the Closing shall have been performed in all material respects; and the Sellers shall have received a certificate, dated as of the Closing Date;, signed by the President of the Purchaser to the foregoing effects. (iib) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all No action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or proceeding shall be pending have been instituted or threatened before any court for the purpose or quasi-judicial with the possible effect of enjoining or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent preventing the consummation of any of the transactions contemplated by this Agreement or seeking damages on account thereof. (Bc) cause any The Purchaser shall have delivered to each Seller a certified bank check or wire transfer in the amount of the transactions contemplated by this Agreement cash portion of the Purchase Price to be rescinded following consummation (paid on the Closing Date and no a certificate or certificates representing the shares of ProNet Common Stock to be delivered to such judgment, order, decree, stipulation, injunction, or charge shall be Seller as provided in effect);SCHEDULE 1.3 in accordance with and as specified in Section 1.4 hereof. (vd) The Sellers shall have received an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Buyer Purchaser, dated as of the Closing Date, in the form attached hereto as EXHIBIT F. (e) The Purchaser shall have entered into Noncompetition Agreements with each of the Sellers substantially in the form of EXHIBIT D attached hereto and shall have delivered to the Sellers the amount of the consideration specified therein by certified bank check or wire transfer. (f) The Sellers, Best Page, the Purchaser and the Escrow Agent shall have entered into an Indemnification Escrow Agreement substantially in the form of EXHIBIT A attached hereto. (g) The Sellers and ProNet shall have entered into a certificate Registration Rights Agreement substantially in the form of EXHIBIT E attached hereto. (without qualification as to knowledge or Materiality h) The Purchaser and Best Page shall have completed the transactions contemplated by the Assignment and Xxxx of Sale. (i) All necessary action (corporate or otherwise) shall have been taken by the Purchaser to authorize, approve, and adopt this Agreement and the effect that each consummation and performance of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) transactions contemplated hereby, and the Sellers shall have received from a certificate, dated as of the Buyer Closing Date, signed by an executed Escrow Agreement in officer of the form and substance set forth as Exhibit A attached hereto;Purchaser to the foregoing effect. (viij) each Seller The Purchaser shall have received from delivered such good standing certificates, officer's certificates, and similar documents and certificates as counsel for the Buyer an executed joinder Sellers shall have reasonably requested prior to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each Closing Date. The decision of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of consummate the transactions contemplated hereby will be reasonably satisfactory in form and substance to without the Sellers. The Sellers' Representative may waive satisfaction of any condition specified in this Section 7(b) if they execute of the preceding conditions shall not constitute a writing so stating at waiver of any of the Purchaser's representations, warranties, covenants, or prior to the Closingindemnities herein.

Conditions to Obligations of the Sellers. The obligations of the Sellers any Seller to consummate the transactions sale of his or their Primary Shares, shares to be sold upon completion of an Upsized Shares Offering, if applicable, and shares to be sold upon completion of a Downsized Offering, if applicable, excluding any shares to be sold upon completion of an Overallotment Shares Offering, if applicable, under this Agreement are subject to the satisfaction, at or prior to the First Closing Date, of the following conditions, unless waived by each Seller in writing. Notwithstanding the foregoing, each of the Representatives, on the one hand, and Xxxxxx, on the other hand, may waive any of the following conditions with respect to such Seller’s shares of Common Stock and consummate the sale of such shares without the waiver of any other Seller. (i) The Company shall have performed and complied in all material respects with its obligations under this Agreement required to be performed by them in connection with it at or prior to the First Closing is subject to satisfaction or waiver of the following conditions:Date. (iii) the The representations and warranties set forth of the Company in Section 3(b) above this Agreement shall be true and correct in all Material respects material respects, in each case as of the date of this Agreement and at the First Closing Date as if made at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing;such date. (iii) Buyer will With respect to the obligation of the Representatives to sell Estate Shares to the Company, the Representatives shall have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and accepted the transactions contemplated hereby, including without limitation all action necessary in connection with and/or price of the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or Company’s Common Stock to be sold in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;Offering. (iv) no actionWith respect to Xxxxxx’x obligation to sell Xxxxxx Shares to the Company, 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 Xxxxxx has accepted the price of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement Company’s Common Stock to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be sold in effect);the Offering. (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Each Seller shall have received from the Buyer an executed joinder Company’s Closing deliveries pursuant to the Stockholders Agreement in the form Sections 2.3 and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto2.5 hereof, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingapplicable.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver the Sellers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as of the Closing Date; (ii) the The Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through delivered to Sellers the Closing;Closing Cash Purchase Price pursuant to Section 2.02(a). (iiib) Buyer will The Ancillary Documents shall have procured all third party consents needed been executed and delivered by Buyer the parties thereto and given all notices required in connection with this Agreement true and complete copies thereof shall have been delivered to the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;Sellers. (ivc) 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the The Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Escrow Agent by wire transfer of immediately available funds the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;Escrow Amount. (vid) The Sellers shall have received from a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Buyer an executed Escrow Agreement in the form certifying (i) that attached thereto are true and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form complete copies of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken resolutions adopted by the board of directors of Buyer in connection with authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby will and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) the names and signatures of the officers of the Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be reasonably satisfactory in form delivered hereunder and substance thereunder. (e) A Lease Agreement between JMLLC and RMP II, G.P. for the lease of the Real Property set forth on Section 4.09(b) of the Disclosure Letter shall have been executed by the parties thereto and delivered to the Buyer. (f) The Escrow Agreement shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to shall be performed by them in connection with the Closing is further subject to satisfaction fulfillment prior to or waiver at the Closing, of each of the following conditions: (a) the Company shall have entered into debt conversion agreements with all of its outstanding noteholders such that all outstanding debt of the Company held by such noteholders shall have been extinguished through (i) the representations conversion of such debt into shares of Preferred Stock or (ii) cash payments by the Company; (b) the Company shall have obtained settlement and warranties set forth in Section 3(b) above release agreements for all of its trade payables, except for $30,000 of trade payables which shall be true and correct in all Material respects at and remain outstanding as of the Closing Date; (iic) all required definitive instruments and agreements in a form reasonably satisfactory to the Buyer Sellers shall have performed and complied with all of its covenants hereunder in all Material respects through the Closingbeen executed; (iiid) Buyer will have procured all necessary board and third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Actshall have been obtained; (ive) no actionthe Sellers shall have completed all necessary technical and legal due diligence; (f) the Sellers shall have received a Voting Proxy from (i) Minotaur Fund, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency L.L.P., Phillip Vitug, Brady Capital Xxxxx, XXX, Xobxxx X. O'Neel, III, John Gxxxxxx, Xxx Xxxxs and SXX XXX, XXX (txxxxxxx, the "Corfman Investors"), and (ii) Xxxxxxmberland Holdings Ltd., Richard Genovese and Nathan Lxx xxx/xx xxx Xxfiliaxxx, xssigns and successors (together, the "Northumberland Investors") for all shares of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent Company stock held by the Corfman Investors and the Norxxxxxxxland Investors after consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect)Transaction Documents; (vg) the Buyer Company shall be fully current as of the Closing Date in its required SEC regulatory filings, including its Form 10-KSB for the year ended December 31, 2003 and its From 10-QSB for the quarter ended March 31, 2004, each of which shall have delivered been filed in a form reasonably satisfactory to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsSellers; (vih) Sellers on the Closing Date the Company shall not have received from the Buyer an executed Escrow Agreement in the form and substance set forth any liabilities, contingent or otherwise, including but not limited to, any notes payable or accounts payable, except as Exhibit A attached heretootherwise disclosed; (viii) each Seller the Company shall have received filed the Certificates with the Nevada Secretary of State providing for the Preferred Stock; and (j) The Company shall have completed a private placement of the Company's securities resulting in net proceeds to the Company of at least $2,800,669 as evidenced by a disbursement receipt from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAmerican Stock Transfer & Trust Company.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the sale of the Purchased Assets and the other transactions contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction Date (or the waiver by the Seller) of the following conditions: (ia) The waiting period under the HSR Act applicable to the consummation of the sale of the Purchased Assets contemplated hereby shall have expired or been terminated; (b) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the sale of the Purchased Assets contemplated herein shall have been issued and remain in effect (each Party agreeing to use its reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency in the United States which prohibits the consummation of the sale of the Purchased Assets; (c) The Seller shall have received all of the Seller Required Regulatory Approvals (other than those approvals which if not obtained, would not individually or in the aggregate, create a Material Adverse Effect) in each case, subject to terms and conditions that could not reasonably be expected, in the aggregate, to have a material adverse effect on the business, assets, operations or conditions (financial or otherwise) of the Sellers; (d) All consents and approvals for the consummation of the sale of the Purchased Assets and the performance of the Ancillary Agreements contemplated hereby required under the terms of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Seller or NYSEG is party or by which the Seller or NYSEG, or any of the Purchased Assets may be bound, shall have been obtained, other than those which if not obtained, would not, individually and in the aggregate, create a Material Adverse Effect; (e) The Buyer shall have performed and complied with in all material respects the covenants, agreements and obligations contained in this Agreement that are required to be performed and complied with by the Buyer on or prior to the Closing Date; (f) The representations and warranties of the Buyer set forth in Section 3(b) above this Agreement shall be true and correct in all Material material respects as of the Closing Date as though made at and as of the Closing Date, except that any representations and warranties made as of a specified date shall continue on the Closing Date to be true and correct in all material respects as of such specified date; (iig) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) The Sellers shall have received a certificate from an authorized officer of the Buyer an executed Escrow Agreement in Buyer, dated the form and substance Closing Date, to the effect that, to such officers' Knowledge, the conditions set forth as Exhibit A attached heretoin Sections 7.2(e) and (f) have been satisfied by the Buyer; (viih) each The Buyer shall have assumed, as set forth in Section 6.10, effective on and after the Closing Date, all of the applicable obligations under the IBEW Collective Bargaining Agreement and IBEW Memoranda as they relate to Transferred Union Employees; (i) The Seller shall have received an opinion from the Buyer an executed joinder Buyer's counsel reasonably acceptable to the Stockholders Agreement in Seller, dated the form Closing Date and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior Seller and its counsel, substantially to the Closing.effect that: (1) The Buyer is a limited liability company and the Buyer's Parent is a corporation, each of which is duly organized, existing and in good standing under the laws of the state of their respective jurisdiction of organization and in such foreign jurisdictions where qualification is necessary to conduct their business, and Buyer is qualified to do business in the State of New York , and each has full power and authority to execute and deliver the Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated by them thereby; and the execution and delivery of the Agreement and each of the Ancillary Agreements by the Buyer, or the Buyer's Parent, as the case may be, and the consummation of the transactions contemplated thereby by the Buyer and Buyer's Parent have been duly authorized by all necessary action required on the part of the Buyer and Buyer's Parent; (2) The Agreement and each of the Ancillary Agreements have been duly and validly executed and delivered by the Buyer and Buyer's Parent, as the case may be, and constitute legal, valid and binding agreements of the Buyer and Buyer's Parent, enforceable against each of them in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); (3) The execution, delivery and performance of this Agreement and each of the Ancillary Agreements by the Buyer or the Buyer's Parent, as the case may be, do not (A) conflict with the Certificate of Formation, Operating Agreement, Certificate of Incorporation or Bylaws (or other organizational documents) as currently in effect, of the Buyer or Buyer's Parent or (B) to the knowledge of such counsel, constitute a violation of or default under the Buyer Applicable Contracts. "Buyer Applicable Contracts" mean those agreements or instruments set forth on a Schedule attached to the opinion and which have been identified to such counsel as all the agreements and instruments which are material to the business or financial condition of the Buyer and Buyer's Parent;

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions Closing is subject to the satisfaction, or the waiver at the Sellers’ Representative’s discretion, of all of the following further conditions: (a) The Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by them in connection with it at or prior to the Closing is subject to satisfaction or waiver Date. (1) Each of the following conditions: (i) the representations and warranties set forth in Section 3(b) above Purchaser Fundamental Representations shall be true and correct in all Material but de minimis respects at on and as of the date hereof and on and as of the Closing Date; , as if made at and as of such date, except to the extent such representations and warranties are expressly made as of an earlier date, in which case the same shall be true, correct and complete only as of such date; and (ii2) each of the Buyer representations and warranties of the Purchaser contained in this Agreement (other than the Purchaser Fundamental Representations), disregarding all “materiality”, “Material Adverse Effect” and similar qualifications, shall have performed be true and complied with all of its covenants hereunder correct in all Material respects through on and as of the Closing; (iii) Buyer will have procured all third party consents needed by Buyer date hereof and given all notices required in connection with this Agreement on and as of the transactions contemplated herebyClosing Date, including without limitation all action necessary in connection with and/or the receipt as if made at and as of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 such date (A) prevent consummation except to the extent such representations and warranties are expressly made as of any an earlier date, in which case the same shall be true, correct and complete only as of the transactions contemplated by this Agreement or such date, and (B) cause any except where the failure of the transactions contemplated by this Agreement such representations and warranties to be rescinded following consummation (so true and no such judgmentcorrect, orderhas not had, decreeand would not have, stipulation, injunction, or charge shall be in effect);a Material Adverse Effect. (vc) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers The Sellers’ Representative shall have received from all of the Buyer an executed Escrow Agreement in the form and substance items set forth as Exhibit A attached hereto;in Section 2.6(a). (viid) each Seller The applicable Acquired Company shall have received from the Buyer executed and delivered to each Key Employee an executed joinder Employment Agreement and no Employment Agreement delivered to any Key Employee prior to the Stockholders Agreement in Closing shall have been repudiated, rescinded, modified, or terminated by the form and substance set forth as Exhibit C attached hereto; (viii) applicable individual party thereto, provided, for the Buyer shall avoidance of doubt, that none of the Sellers have directed the applicable Acquired Company not to execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingsuch Employment Agreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver the Sellers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) the The representations and warranties set forth of the Buyer contained in Section 3(b) above Article IV shall be true and correct in all Material respects at as of the date made and as of the Closing Date;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, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby (it being understood that for purposes of determining the accuracy of such representations, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded). (iib) the The Buyer shall have duly performed and complied in all material respects with all of its agreements, covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed and conditions required by Buyer and given all notices required in connection with this Agreement and each of the transactions contemplated hereby, including without limitation all action necessary in connection Other Agreements to be performed or complied with and/or by it prior to or on the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;Closing Date. (ivc) no actionThe Sellers shall have received a certificate, 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 dated the Closing Date and signed by a duly authorized officer of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgmentBuyer, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above set forth in Section 7(b)(i)-(iii7.3(a) is and Section 7.3(b) have been satisfied in all respects;(the “Buyer Closing Certificate”). (vid) The Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance closing deliveries set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing5.3.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver the Sellers’, waiver, at or prior to the Closing, of each of the following conditions: (a) (i) Each of the representations and warranties of Merger Sub and Parent set forth in Section 3(b3.1 (Organization and Good Standing), Section 3.2 (Authority; No Conflict), and Section 3.4 (Brokerage) above and set forth in Article III that are qualified with references to “material,” “materiality” or “material adverse effect” shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), without giving effect to any supplement to the Schedules to this Agreement; and (ii) each of the representations and warranties of Merger Sub and Parent set forth in Article III (other than those described in clause (i) of this Section 5.2(a)) shall be true and correct in all Material material respects as of the date of this Agreement and as of the Closing Date with the same effect as if made at and as of the Closing Date;Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), without giving effect to any supplement to the Schedules to this Agreement. Merger Sub and Parent shall deliver or cause to be delivered to the Sellers’ Representative a certificate dated as of the Closing Date executed by a duly authorized officer of each of Merger Sub and Parent, as applicable, confirming the foregoing. (iib) the Buyer Merger Sub and Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of its covenants hereunder in all Material respects through the other Transaction Documents to which it is a party to be performed or complied with by it prior to or on the Closing Date. (c) J. XxXxxxxxxxx shall have been appointed to the Board of Directors of Parent or arrangements shall have been made reasonably satisfactory to J. XxXxxxxxxxx to so appoint J. XxXxxxxxxxx to the Board of Directors of Parent immediately after the Effective Time. (d) No Proceeding shall have been commenced against either Merger Sub or Parent or any of the Sellers, which could reasonably be expected to prevent the Closing;. (iiie) Buyer will The applicable waiting period under the HSR Act shall have procured all third party consents needed by Buyer expired or been terminated. (f) Each of Merger Sub and given all notices required Parent, as applicable, shall have delivered to Sellers duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in connection with this Section 1.2(c). (g) Each of the conditions to the obligation of the Company Sellers to consummate the transactions under the Purchase Agreement shall have been satisfied and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;thereby shall be consummated. (ivh) 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 rescinded following consummation (Merger Sub and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer Parent shall have delivered to the Sellers a certificate (without qualification such other documents or instruments as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form may reasonably request and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add are reasonably necessary to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of consummate the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in by this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate sell the transactions to be performed by them in connection with the Closing Acquired Assets is subject to the satisfaction (or waiver by the Sellers) on or prior to the Closing Date of the following conditions: (ia) the representations and warranties of the Buyers set forth in Section 3(bArticle III (i) above that are qualified as to materiality or Buyer Material Adverse Effect shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects (except for breaches as to matters that, individually or in the aggregate, could not reasonably be expected to have a Buyer Material respects Adverse Effect), in each case, at and as of the Closing Date as if made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, on and as of such earlier date); (iib) the each Buyer shall have materially performed and or complied with all its agreements and covenants required to be performed or complied with by it under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding shall be pending by 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) Governmental Entity seeking to prevent consummation of any of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or (B) cause any injunction enjoining or preventing or making unlawful the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer SCI shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Parent the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vie) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and the foreign antitrust or trade regulation laws set forth on Schedule 5.1(e) shall have expired or otherwise been terminated; (f) the Sellers shall have received from the Buyer an executed Escrow Agreement obtained all Governmental Consents listed in the form and substance set forth as Exhibit A attached hereto;Schedule 5.1(f)(i); and (viig) each Seller the Parent shall have received from the such other customary certificates (such as a certificate of good standing of each Buyer an executed joinder in its jurisdiction of incorporation and certificates as to the Stockholders Agreement in incumbency of officers and the form and substance set forth adoption of authorizing resolutions) as Exhibit C attached hereto; (viii) the Buyer it shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer reasonably request in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing Purchase is subject to the satisfaction at or waiver prior to the Closing of each and every one of the following conditionsconditions precedent, any one or more of which may be waived by the Sellers in writing: (i) 5.2.1 Each of the representations and warranties of the Buyers set forth in Section 3(b) above Article 3 and Article 4 of this Agreement shall be true and correct in all Material material respects at on and as of the date of this Agreement and as of the Closing Date;Date with the same force and effect as though made on and as of the Closing Date (except to the extent expressly made as of another date, in which case as of such date as if made at and as of such date). (ii) 5.2.2 The Buyers and the Buyer Companies shall have performed and complied in all material respects with all of its the agreements, covenants hereunder in all Material respects through and obligations required under this Agreement to be performed or complied with by the Buyers prior to or at the Closing;. (iii) Buyer will have procured all third party consents needed 5.2.3 There shall be in force no injunction, judgment, order, decree or ruling by Buyer or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating on otherwise preventing the consummation of the Purchase to be effected at the Closing and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit suit, claim or proceeding shall be pending or threatened before any court Authority which seeks to prohibit 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 enjoin the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement Purchase to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);effected at the Closing. (v) the Buyer 5.2.4 The Transaction Documents shall have been executed and delivered to by the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;Buyers. (vi) 5.2.5 The Sellers shall have received from the Buyer an executed Escrow Agreement in Xxxxx Fargo Consent or the form Buyers shall have closed on the Alternative Financing and substance set forth as Exhibit A attached hereto;fully satisfied the Xxxxx Fargo loan obligations (which satisfaction shall not reduce the Purchase Price). (vii) each Seller 5.2.6 The Sellers shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement general release in the form of Exhibit D 6.2.6 attached hereto, with each of whereby the Buyers, the Companies and their respective affiliates shall have released any potential claims against the Sellers acquiring Buyer Shares; and their respective affiliates (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list except for claims arising out of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver the Sellers’s waiver, at or prior to the Closing, of each of the following conditions: (ia) This Agreement and the representations Assignment and warranties Assumption Agreement shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to the Sellers. (b) The Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Buyer, that each of the conditions set forth in Section 3(b6.03 have been satisfied. (c) above The Sellers shall be true and correct in all Material respects at and as have received a resolution adopted by the board of directors of the Closing Date; (ii) Buyer authorizing the Buyer shall have performed execution, delivery and complied with all performance of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 hereby and thereby. (d) The Sellers shall have received evidence satisfactory to the Sellers (in its sole and absolute discretion) that the Buyer has delivered to the Sellers the Purchase Price by this Agreement wire transfer of immediately available funds to the account designated by the Sellers to the Buyer. (e) The Buyer shall deliver to the Sellers one or (B) cause any more stock certificates representing the Buyer Shares, duly executed by authorized officers of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);Buyer. (vf) the The Buyer shall have delivered to the Sellers a good standing certificate (or its equivalent) for the Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Buyer is organized. (g) The representations and warranties of the Buyer contained in Article III of this Agreement shall be true and correct in all material respects (without qualification giving effect to any limitation as to knowledge “materiality”, “material adverse effect” or Materiality or otherwisesimilar qualifier set forth therein) at and as of the Closing Date as if made at and as of such time (except to the effect that each extent expressly made as of the conditions specified above an earlier date, in Section 7(b)(i)-(iiiwhich case, as of such earlier date). (h) is satisfied The Buyer shall have performed or complied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow material respects with all obligations and covenants required by this Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be performed or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken complied with by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or written waiver by the U.S. Seller) of the following conditions: (ia) the representations and warranties of Buyer set forth in Section 3(b) above Article III shall be true and correct in all Material respects at and as of the Closing Date as if made on the Closing Date, except (1) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to the following clause (2)), and (2) where all failures of such representations or warranties to be true and correct (without giving effect to any materiality or Buyer Material Adverse Effect or similar qualification in any such representation or warranty) would not, in the aggregate, reasonably be expected to result in a Buyer Material Adverse Effect; (iib) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with all by it under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iiic) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and (1) no judgment, order, decree, stipulation or injunction enjoining or preventing the consummation of the transactions contemplated herebyby this Agreement shall be in effect and (2) no action or proceeding by a Governmental Entity shall be pending, including without limitation or threatened in writing that seeks to prevent or enjoin in any respect the consummation of the transaction contemplated by this Agreement; (d) Buyer shall have executed and delivered to the Sellers the Buyer’s Certificate; (e) all action necessary in connection with and/or the receipt of applicable waiting periods (and any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act;Act shall have expired or otherwise been terminated and any consents required thereunder shall have been obtained; and (ivf) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency each deliverable of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (ABuyer under Section 1.3(b) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have been delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingU.S. Seller.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction or waiver by the Sellers of the following conditions: (ia) all of the representations and warranties of the Buyer set forth in Section 3(b) above Article III hereof as qualified by the Buyer Disclosure Schedule and any other modification made thereto, shall be true and correct in all Material material respects at as of the date hereof and as of the Closing Dateas if made as of the Closing (other than those representations and warranties which are qualified as to materiality, which shall be true and correct in accordance with their terms) regardless of any examination or investigation made at any time by or on behalf of the Sellers or the actual knowledge of any of the Sellers' officers, directors, employees or agents at the time of the Sellers' execution of this Agreement, except to the extent any of such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of the specified date; (iib) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iiic) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement except for the Bankruptcy Case, the Provision Motion, the DIP Motion and the transactions contemplated herebyApproval Motion, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 Governmental Entity (other than the Bankruptcy Case) against the Buyer wherein an unfavorable judgment, order, decree, stipulation, injunction, stipulation or charge injunction would (Ai) prevent consummation of any of the transactions contemplated by this Agreement Agreement, or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect)consummation; (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality materiality or otherwise) to the effect that each of the conditions specified above in clauses (a) through (c) of this Section 7(b)(i)-(iii) 5.2 is satisfied in all respects; (vie) the sale of the Acquired Assets by the Sellers to the Buyer as contemplated by this Agreement shall have received from been approved by the Buyer an executed Escrow Agreement Bankruptcy Court pursuant to the Approval Order, which, as of the Closing Date, shall be in the form full force and substance set forth as Exhibit A attached heretoeffect and unstayed and unmodified; (viif) each Seller except as may have become unnecessary due to order(s) of the Bankruptcy Court or otherwise, all applicable approvals, consents and requirements under any federal or state law or any requirements under any applicable antitrust or trade regulation of any country, territory or governing body shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached heretobeen satisfied; (viiig) the Sellers and the Buyer shall execute and deliver an Equity Subscription Agreement in have entered into the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares;Registration Rights Agreement; and (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xih) all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby will and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingSeller.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate close the transactions contemplated by this Agreement are subject to be performed by them in connection with the satisfaction at or before the Closing is subject to satisfaction or waiver of each of the following conditions: (i) 7.2.1 Each of the representations and warranties set forth of the Buyer made in Section 3(b) above or pursuant to this Agreement shall be true and correct in all Material respects at on and as of the Closing Date;, as if made on and as of the Closing Date, (in each case except to the extent such representations are by their express provisions made as of a specified date, in which case they shall be true and correct as of the specified date), and the Sellers shall have received a certificate signed on behalf of the Buyer to such effect and such certificate shall be deemed to be a representation and warranty of the Buyer as of the time immediately preceding the Closing. (ii) the 7.2.2 The Buyer shall have performed and complied with all covenants and conditions required of its covenants hereunder in all Material respects through the Buyer under this Agreement to be performed or complied with by it at or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement , and the transactions contemplated herebySellers shall have received a certificate signed on behalf of the Buyer to such effect. 7.2.3 The Buyer shall have delivered all documents required to be delivered by it at the Closing pursuant to Section 8.3 hereof. 7.2.4 No claim, including without limitation all suit, action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or other proceeding shall be pending or threatened before any court or quasi-judicial Governmental Body seeking to restrain, prohibit or administrative agency of any federal, state, local, obtain damages or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by other relief in connection with this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be and no investigation or inquiry shall have been made or commenced by any Governmental Body in connection with this Agreement or such transaction. 7.2.5 Subject to the terms of this Agreement, all actions, proceedings, instruments, and documents reasonably satisfactory in required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance to by the Sellers. The Sellers' Representative may waive any condition specified , and the Sellers shall have received all documents, certificates and other papers reasonably requested by it in this Section 7(b) if they execute a writing so stating at or prior to the Closingconnection therewith.

Conditions to Obligations of the Sellers. (a) The obligations obligation of the Company and the Sellers to consummate the transactions to be performed by them in connection with the Closing Stock Transaction is subject to the satisfaction or waiver of the following conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Company and the Representatives: (i) all applicable pre-closing waiting periods (and any extensions thereof) under applicable foreign antitrust or trade regulation laws shall have expired or otherwise been terminated; (ii) all of the representations Company Shareholders, other than the Principal Shareholders, and warranties set forth in Section 3(b) above all of the Option Holders shall have executed and delivered Joinder Agreements to the Buyer, which Joinder Agreements shall be true in full force and correct in all Material respects at and effect as of the Closing Date; (iiiii) the representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects when made as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct in all material respects as of such date); (iv) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Representatives the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vi) Sellers the Representatives shall have received from a counterpart of the Escrow Agreement executed by the Buyer an executed and the Escrow Agreement in the form and substance set forth as Exhibit A attached heretoAgent; (vii) each Seller the Representatives shall have received from evidence of delivery of the Buyer an executed joinder Original Escrow Deposit and the Letter of Credit to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto;Escrow Agent; and (viii) the Representatives shall have received such other customary certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as they shall execute reasonably request in connection with the Closing. (b) The obligation of the Company and deliver an Equity Subscription Agreement the Sellers to consummate the Merger Transaction is subject to the satisfaction of the following conditions precedent, each of which may be waived in writing in the form of Exhibit D hereto, with each sole discretion of the Sellers acquiring Buyer SharesCompany and the Representatives: (i) the conditions set forth in Sections 6.2(a)(i) and (iii) through (viii) shall have been satisfied; (ixii) the Key Employees representations and warranties of the Transitory Subsidiary set forth in this Agreement shall have received from be true and correct in all material respects when made as of the Buyer an executed employment agreementdate of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in the form which case such representations and substance attached hereto warranties shall be true and correct in all material respects as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit Esuch date); (xiii) each Seller the Transitory Subsidiary shall have received from the Buyer an executed joinder to the Registration Agreement in the form performed or complied with its agreements and substance set forth as Exhibit F attached hereto; (xi) all actions covenants required to be taken by the Buyer in connection performed or complied with consummation under this Agreement as of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing; and < 51 > (iv) the Representatives shall have received such other certificates and instruments (including certificates of good standing of the Transitory Subsidiary in its jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as they shall reasonably request in connection with the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is contemplated hereby are subject to satisfaction or waiver the fulfillment of the following conditions: (ia) the Buyer's representations and warranties set forth contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing; all agreements to be performed hereunder by Buyer at or prior to the Closing shall have been performed; and the Sellers shall have received a certificate, dated as of the Closing Date;, signed by an appropriate officer of Buyer to the foregoing effects. (iib) All consents and approvals listed on Schedule 2.2 attached hereto shall have been obtained; and the Sellers shall have received a certificate, dated as of the Closing Date, signed by an appropriate officer of Buyer to the foregoing effects. (c) Buyer shall have performed delivered to the Sellers such good standing certificates, officer's certificates, and complied with all of its covenants hereunder in all Material respects through similar documents and certificates as counsel for the Closing;Sellers shall have reasonably requested prior to the Closing Date. (iiid) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all No action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or proceeding shall be pending have been instituted (or threatened before in any court writing that has been received by any Seller, the Company or quasi-judicial Buyer) for the purpose or administrative agency with the possible effect of any federal, state, local, enjoining or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent preventing the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);seeking damages on account thereof. (ve) the Buyer The Company shall have executed and delivered Employment Agreements with Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxx, in the respective forms of Exhibits E-1, E-2, E-3, E-4 , E-5 and E-6 attached hereto, to the Sellers a certificate (without qualification as extent such persons desire to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;enter into such Employment Agreements. (vif) The Sellers shall have received from an opinion of Weil, Gotshal & Xxxxxx LLP, counsel to Buyer, dated as of the Buyer an executed Escrow Agreement in Closing Date, to the form and substance effect set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto;. (xig) all actions to be taken by The Company shall have executed and delivered the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingXxxxx X. Xxxx, III Employment Agreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver written waiver, at or prior to Closing, of each of the following conditions: (i) (a) except for those representations and warranties which are made as of a particular date, all representations and warranties made by the Purchaser in this Agreement and the Schedules hereto are true, correct and complete in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true, correct and complete in all respects) on the date hereof and as of Closing, (b) the representations and warranties set forth made by the Purchaser in Section 3(b) above this Agreement and the Schedules hereto which are made as of a particular date shall be true true, correct and correct complete in all Material material respects at (except with respect to those representations and warranties which are qualified as to materiality, which shall be true, correct and complete in all respects) as of such date and as of Closing; and (c) the Closing DatePurchaser has performed or complied in all material respects with all of the covenants, obligations and conditions to be performed or complied with by it under the terms of this Agreement at or prior to the Closing; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer Purchaser shall have delivered to the Sellers a certificate (without qualification as to knowledge of the President or Materiality or otherwise) a Vice President of the Purchaser, dated the Closing Date, to the effect that each of the conditions specified above set forth in Section 7(b)(i)-(iii7.1(i) is satisfied in all respects; (iii) a certificate of the Secretary or Assistant Secretary of the Purchaser, dated the Closing Date, as to the incumbency of any officer of the Purchaser executing this Agreement or any document related thereto; (iv) a certified copy of resolutions of the Board of Directors or members of the Purchaser, authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby; (v) receipt of the Purchase Price; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto;Transition Services Agreement; and (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth such other documents or instruments as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add reasonably request to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closinghereby.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers at the Closing to consummate the transactions to contemplated hereby shall be performed by them in connection with the Closing is subject to the satisfaction or waiver by the Sellers on or prior to the Closing Date of each of the following conditions: (ia) the The representations and warranties set forth of the Buyers contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at on the date of this Agreement and on and as of the Closing Date; Date as though made on and as of that date (ii) or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), except to the Buyer shall have performed extent such failures to be true and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated herebycorrect, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein individually or in the Disclosure Schedule including any filing required under aggregate, would not prevent the Xxxx-Xxxxx-Xxxxxx Act; (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 the Transaction Documents. (b) Each of the obligations and covenants of the Buyers to be performed on or prior to the Closing Date shall have been duly performed in all material respects or, if the Buyers shall have failed to so perform such obligations or comply with such covenants, such failures shall have been cured. (Bc) cause No Law shall have been enacted or promulgated by any Governmental Authority which prohibits the consummation of the transactions contemplated by this Agreement to be rescinded following consummation (Agreement, and no such judgment, order, decree, stipulation, injunction, or charge there shall be no order or injunction of a court of competent jurisdiction or Governmental Authority in effect);effect preventing the consummation of the transactions contemplated by this Agreement. (vd) All applicable waiting periods under the Buyer Antitrust Filings, if any, with respect to the transactions contemplated hereby shall have expired or been terminated and all approvals or clearances with respect to all Antitrust Filings shall have been obtained. (e) The Buyers shall have delivered all the items required by Sections 3.3 and 3.4(b) of this Agreement. (f) The Escrow Agent shall have delivered the Escrow Agreement, executed by the Escrow Agent, to the Sellers a certificate and the Buyers. (without qualification as to knowledge or Materiality or otherwiseg) to There shall not be pending any Proceeding by any Governmental Authority (i) challenging the effect that each acquisition by U.S. Buyer of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the U.S. Interests or by Dutch Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) Dutch Interests, seeking to restrain or prohibit the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory or, seeking to place limitations on the ownership of the Equity Interests in form and substance the Company or any of its Subsidiaries, (ii) seeking to prohibit or limit the ownership or operation by the Company or by the Buyers or any of their respective Subsidiaries of any portion of any business or of any assets of the Company or the Buyers or any of their respective Subsidiaries, in each case in any material respects or (iii) seeking to obtain from the Sellers or the Buyers any damages with respect to the Sellers. The Sellers' Representative may waive any condition specified in transactions contemplated by this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (viv) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) the Parties and WPC shall have received all other authorizations, consents, and approvals of governments and governmental agencies set forth herein and in the Disclosure Schedule; (vi) Sellers each of the persons and entities listed on Annex IV shall have received from the Buyer an executed Escrow Agreement consulting or employment agreement in the form and substance set forth as Exhibit A attached heretoreasonably satisfactory to Sellers; (vii) each Seller the Sellers shall have received from counsel to the Buyer an executed joinder opinion with respect to the Stockholders Agreement in the form and substance matters set forth as in Exhibit C E attached hereto;, addressed to the Sellers and dated as of the Closing Date; and (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing. If the Closing occurs, Sellers shall be deemed to have waived any unsatisfied condition to their obligations hereunder.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (ia) The Buyer shall have performed in all material respects its covenants and agreements contained in this Agreement and the other Closing Documents which are required to be performed on or prior to the Closing Date; (b) The representations and warranties of the Buyer which are set forth in Section 3(b) above this Agreement and the other Closing Documents shall be true and correct in all Material material respects as of the date hereof or thereof, as the case may be, and as of the Closing Date as though made at and as of the Closing Date; (iic) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) The Sellers shall have received a certificate from an authorized officer of the Buyer an executed Escrow Agreement in Buyer, dated the form and substance Closing Date, to the effect that, to such officer's knowledge, the conditions set forth as Exhibit A attached heretoin Sections 8.3(a) and (b) have been satisfied; (viid) each Seller The Buyer or its designee shall have assumed, as set forth in Section 7.10, all of the applicable obligations under the IBEW Agreements as they relate to Transferred IBEW Employees to be employed at or in conjunction with the Purchased Assets after the Closing Date; (e) The Sellers shall have received an opinion from Foley & Lardner, counsel for the Buyer an executed joinder to Buyer, dated the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement Closinx Xxxe axx xxxxtantially in the form of Exhibit D hereto, with each H. As to any matter contained in such opinion which involves the laws of any jurisdiction other than the federal laws of the Sellers acquiring Buyer Shares; (ix) United States and the Key Employees State of Wisconsin, such counsel may rely upon opinions of counsel admitted in such other jurisdictions. Any opinions relied upon by such counsel as aforesaid shall have received from 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 Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV subsidiaries and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingpublic officials.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions Closing is subject to the satisfaction, or the waiver at the Sellers’ Representative’s discretion, of all of the following further conditions: (a) The Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by them in connection with it at or prior to the Closing is subject to satisfaction or waiver Date. (1) Each of the following conditions: (i) the representations and warranties set forth in Section 3(b) above Purchaser Fundamental Representations shall be true and correct in all Material but de minimis respects at on and as of the date hereof and on and as of the Closing Date, as if made at and as of such date, except to the extent such representations and warranties are expressly made as of an earlier date, in which case the same shall be true, correct and complete only as of such date; and (2) each of the representations and warranties of the Purchaser contained in this Agreement (other than the Fundamental Representations), disregarding all “materiality”, “Material Adverse Effect” and similar qualifications, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date, as if made at and as of such date (A) except to the extent such representations and warranties are expressly made as of an earlier date, in which case the same shall be true, correct and complete only as of such date, and (B) except where the failure of such representations and warranties to be so true and correct, has not had, and would not have, a Material Adverse Effect; (iic) the Buyer There shall have performed and complied been no event, change or occurrence which individually or together with all of its covenants hereunder in all any other event, change or occurrence could reasonably be expected to have a Purchaser Material respects through the Closing;Adverse Effect. (iiid) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers The Sellers’ Representative shall have received from all of the Buyer an executed Escrow Agreement in the form and substance items set forth as Exhibit A attached hereto;in Section 2.6(a). (viie) each Seller The Equity Incentive Plan shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken been approved by the Buyer Purchaser’s Board of Directors, as to options granted to employees as allocated by Sellers’ Representative as contemplated in connection with consummation Section 8.10, and shall be effective as of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing. (f) Wxxxxxx Xxxxxxx and Mxxx Xxxxx shall have been appointed as directors of Purchaser. (g) The lowest value on a per share basis used in the calculation of Closing Payment Shares herein shall not be less than $24.00.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment, at or waiver prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers in their sole discretion: (ia) the The representations and warranties set forth of the Buyer contained in Section 3(b) above this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all Material respects at both when made and as of the Closing Date; Closing, 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 (iiwithout giving effect to any limitation or qualification as to "materiality" (including the word "material") or "Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Buyer Material Adverse Effect. The Buyer shall have performed all obligations and agreements and complied with all of its all, covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices conditions required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 Ancillary Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied complied with by it in all respects; (vi) material respects prior to or at the Closing. The Sellers shall have received from the Buyer an executed Escrow Agreement a certificate to the effect set forth in the form and substance set forth as Exhibit A attached hereto;preceding sentences, signed by a duly authorized officer thereof. (viib) each Seller The Sellers shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form counterpart of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) Ancillary Agreements, signed by each party other than the Key Employees shall have received from Sellers, and each of the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines other closing deliverables required to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken delivered by the Buyer pursuant to Section 2.4. (c) The distributions set forth in connection Sections 5.2 and 5.3 of this Agreement shall have been consummated in accordance with consummation of the transactions contemplated hereby will be reasonably satisfactory provisions thereof. (d) The HWA I Tax Returns shall have been prepared and filed with the relevant taxing authorities as provided in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing6.2.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with at the Closing is contemplated by this Agreement 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 whole or in part by the Sellers in writing: (ia) the All representations and warranties set forth of the Purchaser contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at and as of the Closing Date;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, which shall be true and correct in all material respects as of such specified date only); provided, however, that if the Purchaser consummates or is ready, willing and able to consummate but for Sellers invoking the provisions of this Section 7.2(a), the transactions contemplated by this Agreement, including, without limitation, satisfaction of the conditions set forth in Section 7.2(d), then the conditions set forth in this Section 7.2(a) shall be deemed to be satisfied, unless the failure of the representations and warranties of the Purchaser contained in this Agreement to be true and correct to the extent stated herein has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Sellers. (iib) the Buyer The Purchaser shall have performed and complied with all of its covenants hereunder in all Material material respects through with the Closing; (iii) Buyer will have procured all third party consents needed by Buyer covenants and given all notices agreements required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, complied with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees by it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing. (c) There shall be in effect no Law or Governmental Order issued by a Governmental Authority of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement. (d) The Purchaser shall have delivered to the Sellers, or as directed by the Sellers, the Closing Cash Payment and all of the certificates, instruments and other documents required to be delivered by the Purchaser at or prior to the Closing pursuant to Section 3.3 hereof, and the Purchaser shall have delivered to the Escrow Agent the Indemnification Escrow Deposit and the Proration Escrow Deposit. (e) The FCC shall have granted the FCC Consent without the imposition on the Purchaser or its Affiliates of any conditions that need not be complied with by the Purchaser or its Affiliates under Section 6.4(b) hereof and the FCC’s action granting the FCC Consent shall have become a Final Order. (f) All Required Consents shall have been obtained.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate effect the transactions to be performed by them in connection with the Closing is Stock Purchase are also subject to the satisfaction or waiver by the Sellers prior to the Closing Date of the following conditions: (ia) each of the representations and warranties of Buyer and Standard Pacific set forth in Section 3(b) above this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall each be true and correct in all Material respects at material respects, as of the date of this Agreement and as of the Closing Date (without giving effect to any amendment or supplement to Buyer's Disclosure Schedule) as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date); (b) Buyer and Standard Pacific shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date; (iic) the Buyer Sellers' Representative shall have performed been furnished with a certificate, executed by a duly authorized officer of Buyer, dated the Closing Date, certifying as to the fulfillment of conditions in Sections 9.3(a) and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effectb); (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each Seller, such Seller's Pro Rata Portion of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsClosing Payment; (vie) the Sellers shall have received from an opinion dated the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder Closing Date of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements substantially in the form of Exhibit E;; and (xf) each Seller the Sellers shall have received from such other documents as the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive reasonably requests evidencing the satisfaction of any condition specified referred to in this Section 7(b) if they execute a writing so stating at or prior to the Closing9.3.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in Section 3(b) above Article III shall be true and correct in all material respects (except for such representations and warranties that are already qualified by their terms by a reference to materiality or Buyer Material respects at Adverse Effect which representations and warranties as so qualified shall be true and correct in all respects) on and 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); (iib) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with by it under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding shall be pending by 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) Governmental Entity seeking to prevent consummation of any of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or (B) cause any injunction enjoining or preventing consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vie) all applicable waiting periods (and any extensions thereof) under applicable antitrust or trade regulation laws shall have expired or otherwise been terminated; (f) the Sellers shall have received from a certificate of good standing of the Buyer an executed Escrow Agreement in its jurisdiction of incorporation and a certificate as to the form incumbency of officers and substance set forth as Exhibit A attached hereto;the adoption of authorizing resolutions; and (viig) each Seller the Sellers shall have received the Closing Cash from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in Section 3(b) above Article III shall be true and correct in all Material respects at when made and as of the Closing Date as if made as of the Closing Date, except (i) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to clause (ii) below) and (ii) where the failure of the representations and warranties to be true and correct would not reasonably be expected to result in a Buyer Material Adverse Effect (it being agreed that all materiality or Buyer Material Adverse Effect qualifications in the representations and warranties shall be disregarded in determining whether any such failure would reasonably be expected to result in a Buyer Material Adverse Effect for purposes of this clause (ii)); (iib) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with all by it under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iiic) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and (i) no provision of any Applicable Law shall prohibit consummation of the transactions contemplated herebyby this Agreement or subject the Sellers, including without limitation all action necessary in connection with and/or solely by reason of the receipt consummation of the transactions contemplated by this Agreement, to any notices topenalty or other condition that would reasonably be expected, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein individually or in the Disclosure Schedule including any filing required under aggregate, to result in a material adverse effect on the Xxxx-Xxxxx-Xxxxxx Act; business, financial condition or results of operations of the Sellers, (ivii) no action, suit or proceeding shall be pending by 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) Governmental Entity seeking to prevent consummation of any of the transactions contemplated by this Agreement and (iii) no judgment, order, decree, stipulation or (B) cause any injunction enjoining or preventing consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Parent the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vie) Sellers all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act, if any, and any applicable foreign antitrust or trade regulation laws shall have received from the Buyer an executed Escrow Agreement in the form expired or otherwise been terminated, and substance set forth as Exhibit A attached heretoall approvals of any Governmental Entity with respect to any such laws shall have been obtained; (viif) each Seller the United States Government shall have received from (i) completed its national security review and, if necessary, investigation, under Exon-Fxxxxx and (ii) concluded that no action to suspend or prohibit the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached heretotransactions contemplated hereby is warranted; (viiig) the Buyer shall execute have obtained all necessary Taiwanese governmental approvals, including without limitation approvals from the Securities and deliver an Equity Subscription Agreement in Futures Bureau, Central Bank of the form Republic of Exhibit D heretoChina (Taiwan) and Investment Commission of the Ministry of Economic Affairs, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder respect to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory by this Agreement; and (h) the Parent shall have received such other customary certificates (such as a certificate of good standing of the Buyer in form its jurisdiction of incorporation and substance certificates as to the Sellers. The Sellers' Representative may waive any condition specified incumbency of officers and the adoption of authorizing resolutions and the due execution and delivery of this Agreement and the Ancillary Agreements) as it shall reasonably request in this Section 7(b) if they execute a writing so stating at or prior to connection with the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing Purchase is subject to the satisfaction at or waiver prior to the Closing of each and every one of the following conditionsconditions precedent, any one or more of which may be waived by the Sellers in writing: (i) 5.2.1 Each of the representations and warranties of the Buyers set forth in Section 3(b) above Article 3 and Article 4 of this Agreement shall be true and correct in all Material material respects at on and as of the date of this Agreement and as of the Closing Date;Date with the same force and effect as though made on and as of the Closing Date (except to the extent expressly made as of another date, in which case as of such date as if made at and as of such date). (ii) 5.2.2 The Buyers and the Buyer Companies shall have performed and complied in all material respects with all of its the agreements, covenants hereunder in all Material respects through and obligations required under this Agreement to be performed or complied with by the Buyers prior to or at the Closing;. (iii) Buyer will have procured all third party consents needed 5.2.3 There shall be in force no injunction, judgment, order, decree or ruling by Buyer or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating on otherwise preventing the consummation of the Purchase to be effected at the Closing and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit suit, claim or proceeding shall be pending or threatened before any court Authority which seeks to prohibit 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 enjoin the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement Purchase to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);effected at the Closing. (v) the Buyer 5.2.4 The Transaction Documents shall have been executed and delivered to by the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;Buyers. (vi) 5.2.5 The Sellers shall have received from the Buyer an executed Escrow Agreement in Wxxxx Fargo Consent or the form Buyers shall have closed on the Alternative Financing and substance set forth as Exhibit A attached hereto;fully satisfied the Wxxxx Fargo loan obligations (which satisfaction shall not reduce the Purchase Price). (vii) each Seller 5.2.6 The Sellers shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement general release in the form of Exhibit D 6.2.6 attached hereto, with each of whereby the Buyers, the Companies and their respective affiliates shall have released any potential claims against the Sellers acquiring Buyer Shares; and their respective affiliates (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list except for claims arising out of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to the satisfaction or written waiver by all affected Post-Secondary Transaction Sellers, at or prior to the Closing, of each of the following conditions: (ia) Buyer shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Buyer under this Agreement at or prior to the Closing. (b) The representations and warranties set forth of Buyer in Section 3(b) above Article 6 of this Agreement that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all Material respects material respects, in each case, at and as of the Agreement Date and at and as of the Closing Date;Date as though restated on and as of such date (except in the case of any representation or warranty that by its terms is made as of a date specified therein, in which case such representation or warranty that is qualified as to materiality shall be true and correct as of such specified date and any representation or warranty not so qualified shall be true and correct in all material respects, as of such date). (iic) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) The Sellers shall have received from Buyer a certificate signed by an appropriate officer of Buyer as to Buyer's compliance with the Buyer an executed Escrow Agreement in the form and substance conditions set forth as Exhibit A attached hereto;in paragraphs (a) and (b) of this Section 9.3. (viid) each Seller The Sellers shall have received from the Buyer an executed joinder Closing Payments (less any amounts withheld or otherwise paid pursuant to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto;Section 2.2(c)). (viiie) The Sellers, Buyer and the Buyer Escrow Agent shall execute have executed and deliver an Equity Subscription Agreement delivered the Escrow Agreement, and such agreement shall remain in the form of Exhibit D heretofull force and effect, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees and Escrow Agent shall have received from the Buyer an Deferred Consideration. (f) The Company shall have executed employment agreementagreements with E. James Klund, in Randall Wiersma, Lonnie Viner and Bill Lacefield on termx xxxxxxxx saxxxxxxxxxx xx xe xxxxxxxxx xxter Cxxxxxx. (g) The ESOP trustees shall have approved the form Transaction, and substance attached hereto as Exhibit E; provided, howeverif requested, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller ESOP trustees shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto;a fairness opinion. (xih) all actions to be taken by Buyer and Matthews enter into the Matthews - Buyer Agreement as described in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingSexxxxx 0.2(r).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment, at or waiver prior to the Closing, of each of the following conditions, any of which may be waived in writing by Seller Parent in its sole discretion: (ia) the The representations and warranties set forth of the Buyers contained in Section 3(b) above this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all Material respects at both when made and as of the Closing Date; , or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (iiwithout giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Buyer Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. The Buyers shall have have, in all material respects, performed all obligations and agreements and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices conditions required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 Ancillary Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect); (v) complied with by it prior to or at the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Closing. The Sellers shall have received from the Buyer an executed Escrow Agreement Buyers a certificate to the effect set forth in the form and substance set forth as Exhibit A attached hereto;preceding sentences, signed by a duly authorized officer thereof. (viib) each Seller The Sellers shall have received from the Buyer an executed joinder to counterpart of each document listed in Section 2.9(c), signed by each party other than the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto;Sellers. (viiic) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees The Wind-Down Amount shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add been funded to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingParent.

Conditions to Obligations of the Sellers. The obligations of the Sellers each Seller to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver such Seller’s waiver, at or before the Closing, of each of the following conditions: (ia) The representations and warranties of Buyer contained this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall have been true and correct in all material respects as of the date hereof and in all material respects as of the Closing Date (except for representations and warranties made as of a specified date, which shall have been true and correct as of the specified date); provided, that the representations and warranties set forth of Buyer contained in Section 3(b5.01 (Organization and Authority of Buyer) above and 5.05 (Capitalization) shall be true and correct in all Material respects at and as of the Closing Date in all respects (except for representations and warranties made in 5.05(a), which shall have been true and correct as of the date hereof). (b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date;. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are referenced in 5.02 shall have been received, and executed counterparts thereof shall have been delivered to the Sellers’ Representative at or before the Closing, and the Buyer Shareholder Approval shall have been obtained with respect to the issuance of the Stock Consideration to the Sellers; provided, however, that the Closing shall not be contingent upon the approval by Buyer’s shareholders of the Charter Amendment. (e) From the date of this Agreement, there shall not have occurred any Buyer Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Buyer Material Adverse Effect. (f) Each of Buyer and the Escrow Agent shall have delivered, or caused to be delivered, to the Sellers’ Representative and the Escrow Agent a duly executed counterpart to the Escrow Agreement. (g) Buyer shall have delivered, or caused to be delivered, to the Sellers’ Representative a duly executed counterpart to the Shareholder Agreement. (h) Buyer shall have delivered, or caused to be delivered, to the Sellers’ Representative a duly executed counterpart to the Non-Competition and Non-Solicitation Agreement. (i) The Sellers’ Representative shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in 8.03(a) and 8.03(b) have been satisfied. (j) The Sellers’ Representative shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, (B) (i) an increase in the size of Buyer’s board of directors from nine individuals to 12 and (ii) the Buyer shall have performed and complied with all appointment of its covenants hereunder in all Material respects through the Closing; Sellers’ Representative’s three designees for election to Buyer’s board of directors (iii) Buyer will have procured all third party consents needed by or, if Buyer and given Sellers’ Representative mutually agree, to appoint two of the designees of the Sellers’ Representative to two of nine positions on Buyer’s board of directors), each to serve on a different class of Buyer’s board of directors effective as of Closing, and (C) that all notices required such resolutions are in full force and effect and are all the resolutions adopted in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;. (ivk) no action, suit or proceeding The Sellers’ Representative 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 have received a certificate of the transactions contemplated by this Agreement Secretary or an Assistant Secretary (Bor equivalent officer) cause any of Buyer certifying the names and signatures of the transactions contemplated by officers of Buyer authorized to sign this Agreement Agreement, the other Transaction Documents and the other documents to be rescinded following consummation (delivered hereunder and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);thereunder. (vl) the [Intentionally Omitted] (m) The Sellers shall have duly received all deliverables pursuant to 2.03(a). (n) Buyer shall have delivered to the Sellers a certificate (without qualification Sellers’ Representative such other documents or instruments as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer reasonably request in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in by this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate carry out the transactions contemplated by this Agreement are subject, at the option of the Sellers, to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as As of the Closing Date; , no suit, action or other proceeding (iiexcluding any such matter initiated by or on behalf of the Company or any of the Sellers) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or proceeding shall be pending or threatened before any court Governmental Authority seeking to restrain the Company or quasi-judicial prohibit the Closing or administrative agency seeking Damages against the Sellers as a result of the consummation of this Agreement. (b) The Buyer shall have made the payments of the Cash Consideration in accordance with Section 2.2 hereof (c) The Buyer shall have executed and delivered to the Sellers the Notes. (d) The Buyer shall have delivered to the Sellers stock certificates evidencing the Buyer Shares, free and clear 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);encumbrances. (ve) The Buyer shall have executed and delivered to the Sellers an employment agreement between Spyt and the Company in the form attached hereto as Exhibit B. (f) The Buyer shall have executed and delivered to the Sellers an employment agreement between MxXxxxx and the Company in the form attached hereto as Exhibit C. (g) The Buyer shall have executed and delivered to the Sellers an employment agreement between Sacramone and the Company in the form attached hereto as Exhibit D. (h) The Buyer shall have executed and delivered to the Sellers an employment agreement between Wxxxxxx Xxxxxxxx and the Company in the form attached hereto as Exhibit E. (i) The Buyer shall have executed and delivered to the Sellers an employment agreement between Bxxxxx Xxxx and the Company in the form attached hereto as Exhibit F. (j) The Buyer shall have executed and delivered to the Sellers an employment agreement between Rxxxxxx Xxxxxxx and the Company in the form attached hereto as Exhibit G. (k) The Buyer shall have delivered to the Sellers a certificate of an executive officer of the Buyer certifying (without qualification i) to be a true a correct copy of the resolutions of the Board of Directors of the Buyer approving the transactions contemplated by this Agreement and the Ancillary Agreements and that such resolutions are in full force and effect and (ii) as to knowledge or Materiality or otherwise) to the effect that each names and signatures of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;officers of the Buyer authorized to sign this Agreement and the Ancillary Agreements. (vil) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each The Seller shall have received from a certificate issued by the Nevada Secretary of State (and of each state or territory in which the Buyer an executed joinder is qualified as a foreign company), dated as of a date no less than seven (7) days prior to the Stockholders Agreement Closing Date as to the good standing of the Company in such states. (m) The Buyer shall have executed and delivered the Registration Rights Agreement, substantially in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; providedH. (n) Since January 1, however2016 and up to and including the Closing, there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, had or might have a Material Adverse Effect on the Buyer. (o) No proceeding in which the Buyer shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall be pending by or against the Buyer under any United States or state bankruptcy or insolvency law. (p) The Buyer shall have provided a substitute guarantor under the Lease, acceptable to the Landlord, sufficient to cause the Landlord to consent to the assignment of the Lease as contemplated in the Landlord Consent, and to release Sacramone as the current “Guarantor” under the Lease. (q) The Buyer shall have performed and complied in all material respects with the covenants and obligations set forth in this Agreement required to be performed by and complied with by the Buyer at or before the Closing Date. (r) Except to the extent that any inaccuracies in any such representations and warranties would not have, or would not reasonably be expected to have, a Material Adverse Effect, the representations and warranties of the Buyer contained in Article 5 shall be true and correct in all respects (without giving effect to any “materiality” and “Material Adverse Effect” qualifiers therein) as of the Effective Date and as of the Closing Date as if made on and as of the Closing Date, except for those representations and warranties contained in Article 5 that relate to a specific date, which representations and warranties shall be true and correct as of such date. (s) Between the Effective Date and the Closing Date, there shall not have occurred any action, inaction, event, circumstance, change or development which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect to the Buyer. (t) The Buyer shall have delivered a certificate duly executed by an executive officer of the Buyer, dated as of the Closing Date, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the a form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in , certifying to the fulfillment of the conditions set forth this Section 7(b) if they execute a writing so stating at or prior to the Closing6.1.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to the satisfaction fulfillment, at or waiver prior to the Closing, of each of the following conditions:conditions (any of which may be waived in whole or in part in writing by the Sellers’ Representative): (ia) Buyer shall have delivered, or caused to be delivered, all of the items required by Section 2.3(c). (b) The representations and warranties set forth of Buyer contained in Section 3(b) above ARTICLE IV or in any document delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty containing any materiality, Material Adverse Effect or other similar qualification) or in all materials respects (in the case of any representation or warranty without any materiality, Material Adverse Effect or other similar qualification) when made and as of the Closing Date with the same effect as though made at and as of the Closing Date; Date (ii) except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date), except where the Buyer shall failure of such representations and warranties to be true and correct would not have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;. (ivc) no action, suit or proceeding Buyer 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 have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect);complied with by it prior to or on the Closing Date. (vd) the Buyer The Sellers shall have delivered to received a certificate, dated as of the Sellers Closing Date and signed by a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect duly authorized officer of Buyer, that each of the conditions specified above set forth in Section 7(b)(i)-(iii6.3(b) is satisfied in all respects;and Section 6.3(c) have been satisfied. (vie) Sellers Buyer shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to delivered or subtract from the list of those employees it determines caused to be delivered the Real Property Transaction Documents, duly executed by Buyer or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth its Affiliate, as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingapplicable.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to be performed by them in connection with consummated at the Closing is subject to the satisfaction (or waiver by the Sellers) of the following conditions: (ia) the representations and warranties of the Buyer set forth in Section 3(b) above Article III shall be true and correct in all Material respects at and as of the Closing Date as if made as of the Closing Date, except (i) for changes contemplated or permitted by this Agreement, (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, subject to clause (iii) below), and (iii) where the failure of the 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 Buyer Material Adverse Effect for purposes of this clause (iii)); (iib) the Buyer shall have performed and or complied with all of its agreements and covenants hereunder required to be performed or complied with in all Material material respects through by it under this Agreement as of or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no actionAction, suit or proceeding shall be pending by or threatened before any court Governmental Entity or quasi-judicial or administrative agency of any federalshall have been threatened in writing and be unresolved, stateseeking to prevent, localrestrain, or foreign jurisdiction wherein an unfavorable judgmentobtain any material amount of damages from the Sellers in respect of, order, decree, stipulation, injunction, or charge would (A) prevent the consummation of any of the transactions contemplated by this Agreement and/or any Ancillary Agreement, and no judgment, order, decree, stipulation or (B) cause any injunction enjoining or preventing consummation of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to Parent the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viiie) the Buyer shall execute and deliver an Equity Subscription Agreement have entered into the Inventory Agreement, in substantially the form of Exhibit D heretoD, with each of the Sellers acquiring Buyer Sharesand such Inventory Agreement shall be in full force and effect; (ixf) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who have executed and delivered the Transition Services Agreement and such Transition Services Agreement shall receive employment agreements be in full force and effect; (g) the Buyer shall have executed and delivered the License Agreement, in substantially the form of Exhibit E, and such License Agreement shall be in full force and effect; (xh) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement Parent Guaranty shall be in the form full force and substance set forth as Exhibit F attached heretoeffect; (xii) the Escrow Agreement contemplated by Section 6.3(b)(ii) shall have executed and delivered to the Sellers, in form reasonably acceptable to the Sellers, shall be in full force and effect; (j) all actions approvals of Governmental Entities required to be taken obtained by the Buyer in connection with Sellers for the consummation of the transactions contemplated hereby will be reasonably satisfactory in form by this Agreement shall have been obtained; (k) the Sellers and substance the Buyer shall have obtained all approvals, consents, licenses and Permits of third parties, including Governmental Entities, necessary for the performance by the Sellers and the Buyer of all of their respective material obligations under this Agreement, including the transfer by the Sellers of the Acquired Assets to the Sellers. The Sellers' Representative may waive any condition specified Buyer as contemplated hereby; and (l) the Parent shall have received such other customary certificates (such as a certificate of good standing of the Buyer in this Section 7(bits jurisdiction of incorporation and certificates as to the incumbency of officers and the adoption of authorizing resolutions) if they execute a writing so stating at or prior to as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate carry out the transactions contemplated by this Agreement are subject, at the option of the Sellers, to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the All representations and warranties set forth of Buyer contained in Section 3(b) above this Agreement shall be true and correct in all Material respects at and as of the Closing Date; (ii) the Closing, and Buyer shall have performed and complied with satisfied all of its covenants hereunder in all Material respects through and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing;. Sellers shall have received a certificate, dated as of the Closing Date, signed by the President or any Vice President of the Buyer certifying the foregoing. (iiib) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and As of the transactions contemplated herebyClosing Date, including without limitation all no suit, action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or other proceeding shall be pending or threatened before any court Governmental Authority for the purpose or quasi-judicial with the probable or administrative agency reasonably likely effect of any federal, state, local, enjoining or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent preventing the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);seeking damages on account thereof. (vc) The Buyer shall have furnished Sellers with a certified copy of all necessary corporate action on its behalf approving the Buyer's execution, delivery and performance of this Agreement. (d) Buyer shall have delivered such good standing certificates, officers' certificates and similar documents and certificates as counsel for the Sellers and the Company shall have reasonably requested prior to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;Closing Date. (vie) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth opinion of RailAmerica, Inc.'s General Counsel, dated as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreementClosing Date, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior Company, with respect to the Closingmatters contained in Sections 4.01, 4.02 and 4.03(i). In rendering such opinion, such counsel may rely on certificates of governmental officials. (f) Buyer shall have simultaneously with the Closing of this Agreement closed upon the SFS Purchase Agreement.

Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to consummate the transactions satisfaction at or prior to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions, but compliance with any such conditions may be waived by the Sellers in writing: (ia) the All representations and warranties set forth of the Buyer contained in Section 3(b) above shall be this Agreement are true and correct in all Material material respects at and as of the Closing Date;with the same effect as though such representations and warranties were made at and as of the Closing (rather than as of the date of this Agreement as provided in the first paragraph of Article III), except for any inaccuracies in such representations and warranties as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iib) The Buyer has performed and complied in all material respects with the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing except that the Buyer shall have performed and complied in all respects with all of its covenants hereunder in all Material respects through the Closing;and agreements under Sections 1.3 and 1.5. (iiic) All necessary consents, approvals, orders or authorizations under any applicable Laws have been obtained and all necessary governmental notices have been given. (d) The Buyer will have procured all third party consents needed by Buyer delivered to Xxxxxxx Foods, Inc. an executed indemnification related to the Real Property located in Connecticut in form and given all notices required in connection with this Agreement substance reasonably satisfactory to the Sellers and the transactions contemplated hereby, including without limitation Buyer pursuant to which the Buyer will indemnify the Sellers and their Affiliates for any and all action necessary in connection with and/or liabilities any of them may incur pursuant to the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties HP Hood Lease Agreement (as set forth herein or defined in the Disclosure Schedule including Schedules) or any filing required Seller’s guarantee thereof as a result of the Buyer’s direct or indirect ownership of or operations under the Xxxx-Xxxxx-Xxxxxx Act;HP Hood Lease Agreement after the Closing Date. (ive) 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the The Buyer shall will have delivered to the Sellers a closing certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement substantially in the form of Exhibit D hereto, with each K to this Agreement. (f) The Buyer will have delivered to the Sellers a legal opinion of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreementBuyer’s counsel, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements substantially in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder L to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingAgreement.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions to contemplated by the Transaction Documents will be performed by them in connection with the Closing is subject to satisfaction the fulfillment (or waiver by the Sellers, in their sole discretion) of the following conditionsconditions on or prior to the Closing Date: (ia) the representations and warranties set forth of Buyer contained in Section 3(b) above shall this Agreement that are qualified by materiality or a similar qualifier will be true true, accurate and correct complete, and the representations and warranties of Buyer contained in this Agreement that are not so qualified will be true, accurate and complete in all Material respects at material respects, in each case, as of the date hereof and on and as of the Closing Date with the same effect as though made at such time, except for any particular representation or warranty that specifically addresses matters only as of a particular date (which will remain true as of such date); (b) Buyer shall have duly performed and complied in all material respects with all of its covenants, obligations and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date; (iic) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) certifying to the effect that each of the conditions specified above matters described in Section 7(b)(i)-(iiisubclauses in (a) is satisfied in all respectsand (b) above; (vid) Sellers Buyer shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, entered into a collective bargaining agreement with each of the Sellers acquiring Buyer Sharesunions set forth on Schedule 8.01(d); (ixe) Buyer shall have made a written offer of employment to at least 70% of Hawkeye’s full time employees (as opposed to part time employees as that term is defined in WARN) employed as of 60 days prior to the Closing Date. Hawkeye shall have provided in Schedule 8.01(e), attached hereto, the following: (a) the Key Employees shall have received from identity and number of full time employees (as opposed to part time employees as defined in WARN) of Hawkeye as of the Buyer an executed date that is 60 days prior to the Closing Date; (b) each applicable Site of Employment at which such full time employees are employed; and (c) the number of written offers of employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or made to such full time employees at each Site of Employment to ensure that written offers of employment are made to not less than 70% of Hawkeye’s full time employees (as opposed to part time employees as that term is defined in WARN) at each Site of Employment; the terms and conditions of each such offer shall be sufficiently similar to the terms and conditions of the employee’s employment with Hawkeye as of the date of this Agreement, with respect to the employee’s compensation, benefits, job duties, and seniority, as such terms and conditions have been disclosed by Hawkeye to Buyer pursuant to Section 5.18(a), so as not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit Econstitute a constructive discharge under WARN; (xf) each Seller shall the Sellers will have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions deliverables required to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance made to the Sellers. The Sellers' Representative may waive any condition specified in this them pursuant to Section 7(b) if they execute a writing so stating at or prior to the Closing4.04.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Closing is are subject to satisfaction or waiver of the following conditions: (i) 1. the representations and warranties set forth in Section 3(b) SECTION 3.2 above shall be true and correct in all Material respects at and as of the Closing Date; (ii) 2. the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) 3. Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Actparties; (iv) 4. 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) 5. the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iiiSECTION 7.2(A)-(D) is satisfied in all respects; (vi) 6. Sellers shall have received from the Buyer and Newco an executed Escrow Agreement in the form and substance set forth as Exhibit EXHIBIT A attached hereto; (vii) each Seller 7. the Sellers shall have received a fully executed copy of the Registration Rights Agreement in the form and substance attached hereto as EXHIBIT G; 8. the Sellers shall have received the certificates evidencing Buyer Shares to be issued pursuant to this Agreement; 9. the Sellers' Key Employees who have executed a Compliance Agreement in the form and substance attached hereto as EXHIBIT D shall have received from the Buyer an executed joinder to the Stockholders Compliance Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; providedEXHIBIT D, however, and Sellers shall be satisfied that the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus will receive from Buyer the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance initial base salaries set forth as Exhibit F attached hereto;in SCHEDULE 7.2(I); and (xi) 10. all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative Sellers may waive any condition specified in this Section 7(b) SECTION 7.2 if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to satisfaction the fulfillment or waiver waiver, at or prior to the Closing, of each of the following conditions: (i) 7.2.1. the representations and warranties set forth of the Purchaser contained in Section 3(b) above 4 shall be true and correct in all Material material respects at as of the date hereof and as of the Closing Dateas though restated on and as of such date, provided that solely for the purpose of this Section 7.2.1 any inaccuracies in such representations and warranties shall be disregarded if all such inaccuracies considered collectively do not constitute a Purchaser Material Adverse Effect (it being understood that any materiality qualification contained in such representations and warranties shall be disregarded for this purpose). The foregoing shall not be in limitation of any rights and remedies that the Sellers may have with respect to any such inaccuracies whether or not they constitute a Purchaser Material Adverse Effect; (ii) 7.2.2. the Buyer shall have performed and covenants contained in this Agreement to be complied with by the Purchaser on or before the Closing (including, without limitation, all of its covenants hereunder in all Material respects through obligations which Purchaser would be required to perform at the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and Closing if the transactions contemplated hereby, including without limitation hereby were consummated) shall have been complied with in all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Actmaterial respects; (iv) 7.2.3. the stockholders of USDATA shall have approved the Asset Purchase in accordance with Applicable Law and the USDATA’s certificate of incorporation and bylaws; and 7.2.4. Purchaser and SCP shall have entered into the Registration Rights Agreement. 7.2.5. there shall be no action, suit suit, proceeding or proceeding shall be pending investigation by or threatened before any court or quasi-judicial or court, administrative agency of any federalor other Governmental Authority, stateto restrain, local, prohibit or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of invalidate the transactions contemplated by this Agreement Agreement, or (B) cause which may affect the right of the Sellers to sell, transfer or assign to the Purchaser, or the right of the Purchaser to purchase and assume, the Assets or any material portion thereof, at the Closing, which has not been initiated by the Sellers or their Affiliates, family members, representatives or any party acting in concert with any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closingforegoing.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (ia) the Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Buyer on or prior to the Closing Date and the representations and warranties of the Buyer which are set forth in Section 3(bthis Agreement (without regard as to any qualifications therein as to materiality) above shall be true and correct in all Material material respects as of the date of this Agreement and as of the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date) as though made at and as of the Closing Date; (iib) the Buyer Sellers shall have performed received a certificate from an authorized officer of the Buyer, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth in Section 8.3(a) have been satisfied; (c) the Sellers shall have received the other items to be delivered to them pursuant to Section 4.3; (d) the Sellers shall have received (x) the Buyer's written assumption, prospectively, of the Modified CBA effective as of the Closing and complied with all (y) a written certification signed by the Buyer warranting and representing that the Buyer has offered employment to each of its covenants hereunder in all Material respects through the Sellers' Union Employees at the wage rates, hours and other terms and conditions of employment required for such Union Employees by Section 7.8(a)(ii) as of the Closing; (iiie) Buyer will the Sellers shall have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated herebyreceived a certificate from an authorized officer of Local 815, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties I.B.T. dated as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgmentClosing Date, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each Local 815, I.B.T., on behalf of itself and the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D heretoUnion Employees, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from acknowledges that there will be no closing of the Buyer an executed joinder plant pursuant to the Registration terms of this Agreement in or the form CBA and substance set forth as Exhibit F attached hereto;(y) is waiving any claim it may have to severance pay under the terms of the CBA or otherwise; and (xif) all actions to the Final Remediation Estimate shall be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellersno greater than $1 million. The Sellers' Representative may waive any Any condition specified in this Section 7(b) if they execute 8.3 may be waived by the Sellers; provided that no such waiver shall be effective against the Sellers unless it is set forth in a writing so stating at or prior to executed by the ClosingSellers.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to be performed by them in connection with consummated at the Closing is subject to the satisfaction or waiver of the following additional conditions: (ia) the representations and warranties of the Buyer set forth in the first sentence of Section 3(b) above 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 Material respects at respects, and all other representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Dateas though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date); (iib) the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding Legal 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, stipulation or charge injunction would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (consummation, and no such judgment, order, decree, stipulation, injunction, stipulation or charge injunction shall be in effect); (vd) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;Buyer Certificate; and (vie) the Sellers shall have received from the Buyer an executed Escrow Agreement in the form such other certificates and substance set forth as Exhibit A attached hereto; instruments (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form including certificates of Exhibit D hereto, with each good standing of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by 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 consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to be performed by them in connection the fulfillment or the Sellers’ Representative’s waiver (with the Closing is subject Banker Family Trust’s prior written consent), at or prior to satisfaction or waiver the Closing, of each of the following conditions: (ia) the The representations and warranties set forth of the Purchaser contained in Section 3(b) above this Agreement shall be true and correct in all Material material respects at as of the Effective Date and as of the Closing Date;with the same effect as though made at and as of such date other than those representations and warranties that speak as of a specific date prior to the Closing Date which need only be true and correct in all material respects as of such earlier date. (iib) the Buyer The Purchaser shall have duly performed and complied in all material respects with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect);complied with by them prior to or on the Closing Date. (vc) the Buyer The Sellers’ Representative shall have delivered to received a certificate, dated the Sellers Closing Date and signed by a certificate (without qualification as to knowledge or Materiality or otherwise) to duly authorized officer of the effect Purchaser, that each of the conditions specified above set forth in Section 7(b)(i)-(iii8.3(a) is satisfied in all respects;and Section 8.3(b) have been satisfied. (vid) Sellers The Purchaser shall have received delivered (or caused to be delivered) the items set forth in Section 2.5. (e) The Purchaser shall have delivered evidence, to the reasonable satisfaction of the Sellers’ Representative, of replacement parent guarantees, letters of credit, bonds, indemnities or another credit assurance of a comparable and sufficient nature sufficient to replace the Sellers and the Group Companies and the officers and directors of the Group Companies from the Buyer an executed Escrow Agreement in the form and substance obligations set forth as Exhibit A attached hereto;on Section 6.19 of the Disclosure Schedule at Closing. (viif) each Seller The Purchaser shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; delivered (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines caused to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (xdelivered) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' ’ Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior written evidence, reasonably satisfactory to the ClosingSellers’ Representative and the Banker Family Trust, of the release of Atlas Banker Holdings, the Banker Family Trust, Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx from all of the surety agreements and obligations set forth on Section 8.3(f) of the Disclosure Schedule. (g) Banker Family Trust and the Purchaser shall have agreed upon a final form of Trust Note.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed contemplated by them in connection with this Agreement for the Closing is shall be subject to the satisfaction or waiver waiver, at or prior to the Closing, of each of the following conditions: (ia) All covenants contained in this Agreement to be complied with by Buyer or Parent on or before the Closing shall have been complied with in all material respects, and Sellers shall have received a certificate of each of Buyer and Parent to such effect signed by a duly authorized officer of Buyer or Parent, as applicable. (b) The representations and warranties set forth of Buyer and Parent contained in Section 3(b) above this Agreement that are qualified as to materiality, “Material Adverse Effect” or other words of similar effect shall be true and correct in all Material respects, and all other representations and warranties of Parent and Buyer contained in this Agreement shall be true and correct in all material respects at (giving effect only to the materiality qualifications or material adverse effect qualifications set forth therein), in each case as of the date of this Agreement and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on and as of time of Closing Date;(except for representations and warranties that are made as of a specified date or time, which shall be true and correct only as of such specific date or time) and Sellers shall have received a certificate to such effect signed by an authorized officer of Parent. (iic) the Buyer No Governmental Authority or court of competent jurisdiction shall have performed enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that is in effect and complied with all has the effect of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and making the transactions contemplated hereby, including without limitation all action necessary in connection with and/or by this Agreement for the receipt Closing illegal or otherwise restraining or prohibiting consummation of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act;such transactions. (ivd) There shall be no pending action, suit suit, investigation or other proceeding shall be pending or threatened before any court or quasi-judicial by any governmental body or administrative agency other authority, whether brought against any of any federalSellers or NaviSite, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) seeking to prevent the consummation of the transactions contemplated by this Agreement, and no such litigation shall have been threatened in writing nor shall there be in effect any order restraining or prohibiting the consummation of the transactions contemplated by this Agreement nor any proceedings pending with respect thereto. There shall be no pending or threatened (Bin writing) cause litigation, or asserted or unasserted claims, assessments, or other loss contingencies, materially affecting the Businesses or any of the Purchased Assets, other than as disclosed in the Schedules delivered pursuant hereto as of the date of this Agreement. (e) This Agreement and the transactions contemplated hereby shall have been approved by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);the holders of all of the membership units of each of the Sellers. (vf) the Buyer NaviSite shall have delivered to Sellers the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above NaviSite Deliverables set forth in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing6.3(b).

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to contemplated by this Agreement shall be performed by them in connection with the Closing is subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (ia) Except for nonperformance or noncompliance with agreements or covenants that, individually or in the representations and warranties set forth aggregate, would not reasonably be expected to result in Section 3(b) above shall be true and correct in all Material respects at and as a material adverse effect on the expected benefits to the Sellers of the Closing Date; (ii) the Buyer transactions contemplated under this Agreement, Purchaser shall have performed and complied with all of its agreements and covenants hereunder in all Material respects through required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing; (iiib) Buyer will have procured all third party consents needed by Buyer The representations and given all notices required warranties of Purchaser in connection with Article V and of Group in Article VA of this Agreement shall be true and correct at and as of the date of this Agreement and at and as of the transactions contemplated hereby, including without limitation all action necessary Closing Date as though restated on and as of such date (except in connection with and/or the receipt case of any notices torepresentation or warranty that by its terms is made as of a date specified therein, filings within which case such representation or warranty shall be true and correct as of such date), except where the failure of one or more representations or warranties to be true and authorizationscorrect, consents and approvals of governments, governmental agencies, and third parties as set forth herein individually or in the Disclosure Schedule including any filing required under aggregate, would not reasonably be expected to result in a material adverse effect on the Xxxx-Xxxxx-Xxxxxx Act; (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 expected benefits to the Sellers of the transactions contemplated by under this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect)Agreement; (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vic) Sellers shall have received from Purchaser the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached heretoInitial Purchase Price; (viid) each Seller Sellers shall have received from Purchaser a certificate signed by an appropriate officer of Purchaser as to Purchaser's compliance with the Buyer an executed joinder to the Stockholders Agreement in the form and substance conditions set forth as Exhibit C attached hereto; in paragraphs (viiia) the Buyer and (b) of this Section 7.02; and (e) Sellers shall execute and deliver have received from Xxxxxx & Xxxxxxx, Purchaser's counsel, an Equity Subscription Agreement opinion of counsel relating to this transaction substantially in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing.C.

Conditions to Obligations of the Sellers. The obligations obligation of each of the Sellers to consummate the transactions to be performed contemplated by them in connection with the Closing this Agreement is subject to the satisfaction (or waiver by such Seller in its sole discretion) of the following further conditions: (ia) Each of the representations and warranties of the Buyer set forth in Section 3(b) above this Agreement that is qualified by materiality 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 material respects at and as of the Closing Date as if made at and as of the Closing Date;, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date. (iib) the The Buyer shall have performed and or complied in all material respects with all of its obligations and covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, complied with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingClosing Date. (c) The Sellers shall have received a certificate dated the Closing Date signed on behalf of the Buyer by an officer of the Buyer to the effect that the conditions set forth in Section 9.3(a) and 9.3(b) have been satisfied. (d) The Buyer shall have entered into the Escrow Agreement. (e) The Acquired Company shall have entered into the Employment Agreements with each Key Employee that is a party thereto. (f) The Acquired Company shall have entered into the Lease Amendment. (g) Buyer (or one of its Subsidiaries) shall have entered into the Agreement of Purchase and Sale and Joint Escrow Instructions. (h) The Buyer shall have delivered all agreements, funds and other documents required to be delivered by the Buyer pursuant to Sections 2.3(a) and 7.2.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions sale of the Shares and the Purchased Assets contemplated by this Agreement shall be subject to be performed by them in connection with the fulfillment at or prior to the Closing is subject to satisfaction or waiver Date of the following additional conditions: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as of the Closing Date; (ii) the Buyer Buyers shall have performed and complied with all of its covenants hereunder in all Material material respects through with the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required covenants contained in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing which are required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (performed and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, complied with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating Buyers at or prior to the Closing; (ii) the representations and warranties of the Buyers set forth in this Agreement that are not qualified by "materiality" or other similar qualifications shall each be true, complete and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representation and warranty expressly speaks as of an earlier date, which representation and warranty need only be so true, complete and correct as of such earlier date); and (iii) the representations and warranties of the Buyers set forth in this Agreement that are qualified by "materiality" or other similar qualifications shall each be true, complete 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 (except to the extent any such representation and warranty expressly speaks as of an earlier date, which need only be so true, complete and correct as of such earlier date); (b) the Sellers shall have received a certificate from an authorized officer of the Buyers, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth in Section 8.3(a) have been satisfied; and (c) the Sellers shall have received the other items to be delivered to it pursuant to Section 4.3. Any condition specified in this Section 8.3 may be waived by the Sellers; provided that no such waiver shall be effective against the Sellers unless it is set forth in writing executed by Insilco.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions to be performed by them in connection with the Second Amendment Closing is are subject to the fulfillment or satisfaction (or waiver by the Sellers), prior to or at the Second Amendment Closing, of the following conditionsconditions precedent: (a) (i) the representations and warranties set forth of the Buyer Parties contained in Section 3(b) above the Purchase Agreement shall be true and correct in all Material respects as of the Second Amendment Closing, as if made at and as of such date and the Parties agree that the Buyer Parties shall be permitted to update the Disclosure Schedules to reflect changes prior to the Second Amendment Closing Date; (except that those representations and warranties which by their terms are made as of a specific date shall be required to be true and correct only as of such date), except where the failure of such representations and warranties to be true and correct would not have a Buyer Material Adverse Effect (without giving effect to any limitation included by the words “Buyer Material Adverse Effect,” “in all material respects,” “material” or “materiality”); (ii) each of the Buyer Parties shall have performed and complied with all of its covenants hereunder and performed in all Material material respects through its obligations hereunder required to be complied with or performed by it on or prior to the Closing; Second Amendment Closing Date; and (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received a certificate to the foregoing effect from the each Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached heretoParty; (viib) each Seller the Sellers shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance deliverables set forth as Exhibit C attached heretoin Section 7; (viiic) between the date of this Second Amendment and the Second Amendment Closing Date, there shall not have occurred a Buyer Material Adverse Effect or any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate with all other changes, effects, events, occurrences, states of facts or developments, would reasonably be likely to result in a Buyer Material Adverse Effect; (d) the Buyer Lender Consents shall execute have been obtained; and (e) the applicable Sellers shall have been released from their obligations under that certain Guaranty made as of May 27, 2014 in favor of PNC Bank (the “CBTC 3 Guaranty”), that certain Guaranty made as of May 23, 2013, 2013 in favor of PNC Bank (the “CBTC 36 Guaranty”) and deliver an Equity Subscription Agreement that certain Guaranty made as of August 28, 2013 in favor of PNC Bank (the form of Exhibit D hereto, with “CBTC 38 Guaranty) and CCG shall have entered into replacement guarantees for each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, howeverCBTC 3 Guaranty, the Buyer, in its sole discretion, may add to or subtract from CBTC 36 Guaranty and the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingCBTC 38 Guaranty.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to be performed by them in connection with consummated at the Closing is subject to the satisfaction or waiver of the following conditions:additional conditions (unless waived in writing by the Sellers): (ia) the representations and warranties of the Buyer set forth in Section 3(b) above this Agreement shall be true and correct in all Material respects at material respects, in each case as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date); (iib) the Buyer shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with all under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (ivc) no action, suit or proceeding Legal 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, stipulation or charge injunction would (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (consummation, and no such judgment, order, decree, stipulation, injunction, stipulation or charge injunction shall be in effect); (vd) a sufficient number of employees have executed an employment contract with Buyer such that Sellers’s anticipated liability for severance is less than $250,000. (e) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respectsBuyer Certificate; (vif) the Buyer shall have executed and delivered to the Sellers the First Amendment to the Lease Agreement, if necessary; (g) the Buyer shall have executed and delivered to the Sellers the Transition Services Agreement substantially in the form attached hereto as Exhibit D-1; (h) the Buyer shall have executed and delivered the modification to the Manufacturing Agreement; (i) the Sellers shall have received from such other certificates and instruments (including certificates of good standing of the Buyer an executed Escrow Agreement in its jurisdiction of organization and the form various foreign jurisdictions in which it is qualified, certified organizational documents, certificates as to the incumbency of officers and substance set forth the adoption of authorizing resolutions) as Exhibit A attached heretoit shall reasonably request in connection with the Closing; (viij) each Seller the Sellers shall have received from closed the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached heretoFoxconn Transaction; (viiik) the Buyer shall execute and deliver an Equity Subscription Agreement in have issued Replacement Purchase Orders by the form of Exhibit D hereto, with each of the Sellers acquiring Buyer SharesClosing Date; (ixl) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received secured the rights from the third party licensors to provide the transitional services to Buyer an executed joinder to the Registration Agreement required in the form Transitional Services Agreement, and substance set forth as Exhibit F attached hereto; Foxteq Holdings Inc. Cayman (xi“Foxteq”) all actions or an Affiliate of Foxteq, shall have agreed to be taken by provide the transitional services to Buyer in connection with consummation upon the closing of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the ClosingFoxconn Transaction.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate carry out the transactions contemplated by this Agreement are subject, at the option of the Sellers, to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (ia) the representations and warranties set forth in Section 3(b) above shall be true and correct in all Material respects at and as As of the Closing Date; , no suit, action or other proceeding (iiexcluding any such matter initiated by or on behalf of the Company or any of the Sellers) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (iv) no action, suit or proceeding shall be pending or threatened before any court Governmental Authority seeking to restrain the Company or quasi-judicial prohibit the Closing or administrative agency seeking Damages against the Sellers as a result of the consummation of this Agreement. (b) The Buyer shall have made the payments of the Cash Consideration in accordance with Section 2.2 hereof (c) The Buyer shall have executed and delivered to the Sellers the Notes. (d) The Buyer shall have delivered to the Sellers stock certificates evidencing the Buyer Shares, free and clear 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect);encumbrances. (ve) The Buyer shall have executed and delivered to the Sellers an employment agreement between Spyt and the Company in the form attached hereto as Exhibit B. (f) The Buyer shall have executed and delivered to the Sellers an employment agreement between XxXxxxx and the Company in the form attached hereto as Exhibit C. (g) The Buyer shall have executed and delivered to the Sellers an employment agreement between Sacramone and the Company in the form attached hereto as Exhibit D. (h) The Buyer shall have executed and delivered to the Sellers an employment agreement between Xxxxxxx Xxxxxxxx and the Company in the form attached hereto as Exhibit E. (i) The Buyer shall have executed and delivered to the Sellers an employment agreement between Xxxxxx Xxxx and the Company in the form attached hereto as Exhibit F. (j) The Buyer shall have executed and delivered to the Sellers an employment agreement between Xxxxxxx Xxxxxxx and the Company in the form attached hereto as Exhibit G. (k) The Buyer shall have delivered to the Sellers a certificate of an executive officer of the Buyer certifying (without qualification i) to be a true a correct copy of the resolutions of the Board of Directors of the Buyer approving the transactions contemplated by this Agreement and the Ancillary Agreements and that such resolutions are in full force and effect and (ii) as to knowledge or Materiality or otherwise) to the effect that each names and signatures of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects;officers of the Buyer authorized to sign this Agreement and the Ancillary Agreements. (vil) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each The Seller shall have received from a certificate issued by the Nevada Secretary of State (and of each state or territory in which the Buyer an executed joinder is qualified as a foreign company), dated as of a date no less than seven (7) days prior to the Stockholders Agreement Closing Date as to the good standing of the Company in such states. (m) The Buyer shall have executed and delivered the Registration Rights Agreement, substantially in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; providedH. (n) Since January 1, however2016 and up to and including the Closing, there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, had or might have a Material Adverse Effect on the Buyer. (o) No proceeding in which the Buyer shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall be pending by or against the Buyer under any United States or state bankruptcy or insolvency law. (p) The Buyer shall have provided a substitute guarantor under the Lease, acceptable to the Landlord, sufficient to cause the Landlord to consent to the assignment of the Lease as contemplated in the Landlord Consent, and to release Sacramone as the current “Guarantor” under the Lease. (q) The Buyer shall have performed and complied in all material respects with the covenants and obligations set forth in this Agreement required to be performed by and complied with by the Buyer at or before the Closing Date. (r) Except to the extent that any inaccuracies in any such representations and warranties would not have, or would not reasonably be expected to have, a Material Adverse Effect, the representations and warranties of the Buyer contained in Article 5 shall be true and correct in all respects (without giving effect to any “materiality” and “Material Adverse Effect” qualifiers therein) as of the Effective Date and as of the Closing Date as if made on and as of the Closing Date, except for those representations and warranties contained in Article 5 that relate to a specific date, which representations and warranties shall be true and correct as of such date. (s) Between the Effective Date and the Closing Date, there shall not have occurred any action, inaction, event, circumstance, change or development which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect to the Buyer. (t) The Buyer shall have delivered a certificate duly executed by an executive officer of the Buyer, dated as of the Closing Date, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the a form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in , certifying to the fulfillment of the conditions set forth this Section 7(b) if they execute a writing so stating at or prior to the Closing6.1.

Conditions to Obligations of the Sellers. The obligations of the ---------------------------------------- Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction or waiver of the following conditions: (iI) the representations and warranties set forth in Section ------- 3(b) above shall be true and correct in all Material respects at and as of --- the Closing Date; (iiII) the Buyer shall have performed and complied with all of its covenants hereunder in all Material respects through the Closing; (iiiIII) Buyer will have procured all third party consents needed by Buyer (including the BankBoston, N.A. consent, if required) and given all notices required by Buyer or Newco in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Actherein; (ivIV) 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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (vV) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii7(b)(i)-(iv) ------------------- is satisfied in all respects; (viVI) Sellers the Buyer shall have executed the Stock Option Agreements in the form of Exhibit F attached hereto for the issuance of options to --------- purchase Buyer's Shares in the aggregate amount set forth on Annex VII to --------- those persons on Annex VII, subject to reallocation by Legacy; --------- (VII) [RESERVED]; (VIII) each of the persons and entities listed on Annex V and ------- Annex VI shall have received from the Buyer an executed Escrow Agreement employment or -------- compliance agreement, as applicable, in the form and substance set forth attached hereto as Exhibit A attached hereto;Exhibits E-1 and E-2, respectively; provided, the executed ------------ --- Employment Agreements will include the salary and bonus terms described on Annex V with respect to the Key Employees; ------- (viiIX) each Seller Puzzanghera shall have received from the Buyer an executed joinder or other documentation required by the Registration Agreement to become a party thereto; (X) Legacy shall have received from the Stockholders Buyer the Buyer's Financial Statements and all appropriate corporate and shareholder authorizations of the Buyer shall have been obtained; (XI) Legacy shall have received from the Buyer an opinion of counsel in the form agreeable to counsel to each Party, addressed to Legacy and dated as of the Closing Date ; (XII) the Buyer shall have executed the Purchase Price Adjustment Agreement in the form and substance set forth as of Exhibit C attached hereto; (viii) hereto and the Buyer --------- shall execute and deliver an Equity Subscription have executed the Stock Pledge Agreement in the form of Exhibit D --------- attached hereto, with each of the Sellers acquiring Buyer Shares;; and (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xiXIII) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative Sellers may waive any condition specified in this Section 7(b) if they execute a writing so stating at or ----------- prior to the Closing.

Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to be performed by them in connection with the satisfaction or fulfillment at or prior to the Closing is subject to satisfaction or waiver of the following conditions, any of which may be waived in whole or in part by the Sellers in writing: (ia) the All representations and warranties set forth of the Purchaser contained in Section 3(bthis Agreement (without giving effect to any qualifications regarding materiality or material adverse effect) above shall be true and correct in all Material respects at and as of the Closing Date;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, which shall be true and correct as of such specified date only) except to the extent that the failure of the representations and warranties of the Purchaser contained in this Agreement to be so true and correct at and as of the Closing (or in respect of any representation or warranty that is expressly made as of a specified date, as of such date only) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement. (iib) the Buyer The Purchaser shall have performed and complied with all of its covenants hereunder in all Material material respects through with the Closing; (iii) Buyer will have procured all third party consents needed by Buyer covenants and given all notices agreements required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, performed or charge shall be in effect); (v) the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (vi) Sellers shall have received from the Buyer an executed Escrow Agreement in the form and substance set forth as Exhibit A attached hereto; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, complied with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating at or prior to the Closing. (c) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (d) There shall 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 transactions contemplated by this Agreement. (e) Subject to Section 6.20, the FCC Consent shall have been granted and in full force and effect; provided that the parties understand and agree that the obligation of the parties to consummate the transactions contemplated by this Agreement is not subject to the condition that the FCC Consent shall have become a Final Order. (f) The Purchaser shall have delivered to the Sellers the Purchase Price and all of the certificates, instruments and other documents required to be delivered by the Purchaser at or prior to the Closing pursuant to this Agreement, including, without limitation, those to be delivered pursuant to Section 3.3.

Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to be performed by them in connection with occur at the Closing is subject to the satisfaction or waiver of the following additional conditions: (i) i. the representations and warranties of the Buyer set forth in Section 3(b) above 3 shall be true and correct in all Material respects at when made on the date hereof and shall be true and correct as of the Closing Daterespective Effective Time as if made as of the respective Effective Time, except for representations and warranties made as of a specific date, which shall be true and correct as of such date; (ii) . the Buyer shall have performed and or complied with all its agreements and covenants required to be performed or complied with under this Agreement as of its covenants hereunder in all Material respects through or prior to the Closingrespective Effective Time; (iii) Buyer will have procured all third party consents needed by Buyer and given all notices required in connection with this Agreement and the transactions contemplated hereby, including without limitation all action necessary in connection with and/or the receipt of any notices to, filings with, and authorizations, consents and approvals of governments, governmental agencies, and third parties as set forth herein or in the Disclosure Schedule including any filing required under the Xxxx-Xxxxx-Xxxxxx Act; (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 rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (v) . the Buyer shall have delivered to the Sellers a certificate (without qualification as to knowledge or Materiality materiality or otherwise) to the effect that each of the conditions specified above in clauses (i) and (ii) of this Section 7(b)(i)-(iii5(c) is satisfied in all respects; (vi) iv. the Stockholder shall have been elected a member of the Board of Directors of CWS; v. the Sellers shall have received from New York counsel to the Buyer an executed Escrow Agreement in opinion with respect to the form and substance matters set forth as in Exhibit A D attached hereto, addressed to the Sellers and dated as of the Closing Date; (vii) each Seller shall have received from the Buyer an executed joinder to the Stockholders Agreement in the form and substance set forth as Exhibit C attached hereto; (viii) the Buyer shall execute and deliver an Equity Subscription Agreement in the form of Exhibit D hereto, with each of the Sellers acquiring Buyer Shares; (ix) the Key Employees shall have received from the Buyer an executed employment agreement, in the form and substance attached hereto as Exhibit E; provided, however, the Buyer, in its sole discretion, may add to or subtract from the list of those employees it determines to be or not to be Key Employees on Annex IV and thus the Buyer shall determine who shall receive employment agreements in the form of Exhibit E; (x) each Seller shall have received from the Buyer an executed joinder to the Registration Agreement in the form and substance set forth as Exhibit F attached hereto; (xi) vi. all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby will and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers; and vii. The Sellers' Representative may waive any condition specified in this Section 7(b) if they execute a writing so stating Sellers shall have received at or prior to the Closing.Closing such documents, instruments or certificates as the Sellers may reasonably request including, without limitation: a. such certificates of the Buyer's officers and such other documents evidencing satisfaction of the conditions specified in this Section 5(c) as the Sellers shall reasonably request; b. a certificate of the Secretary of State of the State of New York as to the legal existence and good standing of the New York Buyer in New York, and a certificate of the Secretary of State of the Commonwealth of Pennsylvania as to the legal existence and good standing of the Pennsylvania Buyer in Pennsylvania; c. a certificate of the Secretary of the Buyer attesting to the incumbency of the Buyer's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents and by-laws;