Common use of Conditions to Purchaser’s Obligation Clause in Contracts

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to as of the Closing DateClosing: (ai) The Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller (i) set forth in Section 3.3 this Agreement shall be true and correct in all respects as of the Closing Date as if made on date of this Agreement and as of and as though made on the Closing Date (or, if given except for any representations and warranties that are expressly stated to have been made as of a specific datespecified date prior to the date of this Agreement, at which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) set forth the representations and warranties in Section 3.21 3.2 (Due Authorization) shall be true and correct in all material respects as of the Closing Date as if made on date of this Agreement and as of and as though made on the Closing Date (or, if given as of a specific date, at except for any representations and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) warranties that (A) are not expressly stated to have been made as of a specific specified date prior to the date of this Agreement, which shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be have been true and correct as of such specified date, except in this clause ); and (iii) where the failure of such representations or and warranties to in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct (without giving effect to any limitation in all respects as to “materiality” or “Material Adverse Effect” set forth in such representations of the date of this Agreement and warranties) has not had as of and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated as though made on the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed or complied with by it on Seller under this Agreement at or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effectClosing. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be reasonably expected to occurresult, in a Seller Material Adverse Effect. (gd) Purchaser No action or proceeding by or before any Governmental Authority shall have received copies be pending wherein an unfavorable judgment, decree or order would prevent the consummation of all consents the transactions contemplated hereby or cause such transactions to be rescinded, and waivers set forth on Schedule 7.3(g)no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (he) Seller shall have delivered an officer’s certificate, executed by to Purchaser the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtednessdeliverables set forth in Section 2.2(a)-(h). (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The Except as otherwise expressly provided in this Agreement, the obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 shall Article 5 hereof will be true and correct in all respects as of the Closing Date as if made on at and as of the Closing as though then made and as though the Closing Date (were substituted for the date of this Agreement or, if given in the case of any representations and warranties made as of a specific datespecified date earlier than the Closing Date, at on and as of such date), (ii) set forth in Section 3.21 shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such earlier date, except in this clause (iii) where the failure of such representations or and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. ; (b) Seller will have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing; (c) all consents and approvals by governmental agencies and other third Parties that are set forth on the attached "Required Consents Schedule" -------------------------- and releases of all Liens on the Acquired Assets will have been obtained on terms and conditions reasonably satisfactory to Purchaser; (d) all necessary filings with regulatory authorities will have been made and all waiting periods will have expired; (e) all Government Licenses that are required to own and operate the Acquired Assets and to carry on the Business as now conducted will have been transferred to or obtained by (or, if not required at Closing, applied for by) Purchaser on terms and conditions no less favorable to Purchaser than they are to Seller; (f) Seller shall have delivered to Purchaser, copies of all assignments and other instruments of transfer and conveyance as Purchaser a certificate of its president or chief executive officermay reasonably request, dated the Closing Datein form and substance reasonably acceptable to Purchaser, which are effective to the foregoing effect. (b) Seller shall have performed and complied vest in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents right, title and interest in and to which Seller or the Company is all Proprietary Rights (including any Proprietary Rights licensed from a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Businessthird Party). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur.; (g) Purchaser shall have received copies no action or proceeding before any court or government body will be pending or threatened which, in the reasonable judgment of all consents and waivers set forth on Schedule 7.3(g).Purchaser, makes it inadvisable or undesirable to consummate the transactions contemplated by this Agreement by reason of the probability that the action or proceeding will result in a judgment, decree or order that would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded; (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as to Purchaser copies of the Closing resolutions duly adopted by Seller's board of directors and Stockholders authorizing the Company execution, delivery and its Subsidiaries do not have any Indebtedness.performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (i) Purchaser Seller shall have received delivered to Purchaser copies of all necessary governmental and third Party consents, approvals, releases and filings required in order to effect the resignationstransactions contemplated by this Agreement and the other agreements contemplated hereby; (j) Seller shall have delivered to Purchaser the Assignment and Assumption Agreement, effective substantially in the form attached as Exhibit A, and such other instruments of transfer, assignment, conveyance and delivery, in form and substance reasonably satisfactory to counsel for Purchaser, as are required in order to transfer to Purchaser the Seller's title to the Acquired Assets on an "as is" basis subject to any Liens or other encumbrances on the Acquired Assets (k) such other documents or instruments as Purchaser reasonably requests to effect the transactions contemplated hereby; (l) All proceedings to be taken by Seller in connection with the consummation of the Closing Dateand the other transactions contemplated hereby and all certificates, of each of instruments and other documents required to effect the officers transactions contemplated hereby reasonably requested by Purchaser will be reasonably satisfactory in form and directors of the Company substance to Purchaser and each of its Subsidiariescounsel. Any condition specified in this Section 3.2 may be waived by Purchaser; provided that no such waiver will be effective unless it is set forth in a writing executed by Purchaser.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is each Closing shall be subject to, with respect to the satisfaction (unless waived in writing by Purchaser) of Offered Assets or the Non-Performing Assets to be purchased at such Closing, each of the following conditions on or prior precedent except to the Closing Dateextent such conditions are waived in writing by Purchaser in its sole discretion: (a) The All of the representations and warranties of Seller (i) set forth specified in Section 3.3 shall be true this Agreement and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Exhibits hereto shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the related Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, an officer of Seller to the foregoing such effect.; (b) Seller shall have performed and complied All documents specified in all material respects with all covenants Section 10 (the "Closing Documents") to be performed or complied with delivered by it Seller on or prior the related Closing Date shall be duly executed and delivered by all signatories as required pursuant to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.respective terms thereof; (c) With respect to any REO Property to be sold in such Closing: (i) if a residential property, Seller and Purchaser shall have executed a Disclosure of Information on Lead-Based Paint and deliveredLead Hazards for REO Properties, in form acceptable to Purchaser; (ii) if unoccupied, delivery broom clean; (iii) delivery of keys, books and records; (iv) receipt of owner's title policies satisfactory to Purchaser; (v) delivery of any security deposits under any leases; (vi) delivery of the final settlement statement agreed upon in writing pursuant to Section 12.6; (vii) delivery of estoppel certificates, duly executed and delivered by any tenants or caused the Company by any holders of restrictive covenants in form acceptable to execute Purchaser; (viii) letters to tenants, duly executed and deliverdelivered by Seller, directing them to make payments to Purchaser all or its designee in form acceptable to Purchaser; (ix) assignments of the permits, warranties and service contracts (other Transaction Documents than service contacts that Purchaser does not elect to which Seller or the Company is a party.be assigned), duly executed and delivered by Seller; (d) Seller shall have delivereddelivered and released to Purchaser or Purchaser's designee, or caused as the case may be, all documents required to be delivered, so delivered pursuant to Purchaser UCC Termination Statements (Section 2 on the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business).Closing Date; (e) Purchaser All other terms and conditions of this Agreement and the related Purchase Documents required to be complied with by Seller on or before the related Closing Date shall have received a duly executed certificate of non-foreign status from been complied with, and Seller that complies shall have the ability to comply with Section 1445 of all terms and conditions and perform all duties and obligations required to be complied with or performed after the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”).related Closing Date; (f) Since Delivery of any affidavit and indemnity from Seller or any tenant required by any title company issuing any policy in connection with the Assets; (g) Other than the Case, since January 1, 2012 to the date of this Agreement, no event, circumstance or matter has occurred or arisen that has had, or would reasonably be expected to have, a Material Adverse Effect Effect. From the date of this Agreement to the Closing Date, no event, circumstance or matter shall not have occurred or arisen that has had, or would reasonably be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g).have, a Material Adverse Effect; and (h) Seller With respect to the first Closing only, the Closing (as such term is defined in the SPA) of the transactions contemplated by the SPA shall have delivered an officer’s certificate, executed by occurred (or shall occur simultaneously with the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any IndebtednessClosing). (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser and US Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived or, if permitted by applicable Law, waiver by Purchaser in writing by Purchaserwriting) of each of the following conditions on or prior to as of the Closing DateClosing: (a) The representations and warranties of Seller (i) set forth in Section 3.3 The Seller Fundamental Representations qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects at and as of the Closing Date as if though made on at and as of the Closing Date (or, if given except to the extent expressly made as of a specific an earlier date, at and in which case only as of such date), (ii) set forth in Section 3.21 all other Seller Fundamental Representations shall be true and correct in all material respects at and as of the Closing Date as if though made on at and as of the Closing Date (or, if given except to the extent expressly made as of a specific an earlier date, in which case only as of such date), (iii) the representations and warranties of Seller contained in Section 3.04 (Capitalization) (other than the representation and warranty contained in the second sentence thereof to the extent such representation and warranty speaks to any immaterial Subsidiary of the Company, in which case, such sentence must only be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date) and Section 3.05 (Ownership of the Shares) shall be true and correct in all but de minimis respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), and (iiiiv) set forth all other representations and warranties of Seller contained in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date this Agreement shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation qualification as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 3.07 (except Section 3.07(a)(i)) and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (iv), where the failure of such representations and warrantieswarranties to be so true and correct (giving effect to the applicable exceptions set forth in the Schedules but without giving effect to any qualification as to “materiality” or “Material Adverse Effect” set forth therein (other than with respect to Section 3.07 (except Section 3.07(a)(i)) and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Schedules)) has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.; (b) Seller and US Seller shall have performed and complied with in all material respects with all of the covenants and agreements required to be performed or complied with by it on them under this Agreement at or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.Closing; (c) Seller No Order of any Governmental Entity located in Luxembourg, the Netherlands, the United Kingdom or the United States shall have executed and delivered, been entered that would prevent or caused otherwise materially limit or restrain the Company to execute and deliver, to Purchaser all performance of this Agreement or the consummation of any of the other Transaction Documents transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to which Seller or the Company is a party.be rescinded; (d) Seller shall have delivered, or caused to be delivered, delivered to Purchaser UCC Termination Statements each of the following: (i) a certificate of an authorized officer of Seller in his or her capacity as such, dated as of the “UCC Termination Statements”Closing Date, stating (A) terminating all Liens on any that the conditions specified in Section 7.01(a) and all assets owned 7.01(b) have been satisfied; and (B) that attached thereto are (1) to the extent required by the certificates of incorporation or bylaws (or equivalent organizational documents) or Law, true and complete copies of resolutions of the boards of directors (or equivalent governing bodies) of Seller, US Seller, LogicNow S.A. and LogicNow TopCo S.à x.x., approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and certifying that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect, and (2) to the extent required by the certificates of incorporation or bylaws (or equivalent organizational documents) or Law, resolutions of the requisite majority of the equityholder(s) of Seller, US Seller, LogicNow S.A. and LogicNow TopCo S.à x.x., approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and certifying that such resolutions were duly adopted, have not been amended or rescinded and are in full force and effect; (ii) duly executed letters of resignation, effective as of the Closing, of each director and officer of any Group Company, except for those listed on Schedule 7.01(d)(ii); (iii) a counterpart to the Escrow Agreement duly executed by Seller and the Escrow Agent; (iv) immediately prior to the Closing, customary payoff letters in respect of any Indebtedness for borrowed money and Lien releases in respect of any collateral pledged to support the obligations of the Group Companies under any such Indebtedness; (v) a copy of IRS Form 8832 filed by the Seller and Company prior to the Closing (including proof of mailing), with an effective date which is prior to the Closing Date, electing to change the Company’s Subsidiaries or Seller tax classification for U.S. federal income tax purposes from a corporation to a disregarded entity pursuant to Treasury Regulation Section 301.7701-3(c)(1)(i); and (in the case of Seller, vi) a counterpart to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code Restrictive Covenant Agreement in substantially the form attached hereto as Exhibit H D (the “FIRPTA CertificateRestrictive Covenant Agreement”), duly executed and delivered by each Person set forth on Schedule 7.01(d)(vi). (fe) Since No change, effect, event, occurrence, state of facts or development shall have occurred since the date of this Agreementhereof that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect shall not have occurred or be reasonably expected to occurEffect. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The Purchaser shall be under no obligation of Purchaser to consummate perform the transactions contemplated by under this Final Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions precedent shall have been fulfilled and verified, either before or on or prior to the Closing Date:Date (without prejudice to Purchaser’s right to waive any of the referred conditions): (a) The representations evidence, upon delivery to Purchaser, of a statement issued by the financial institution acting as trustee for TCOPar’s shares, that Sellers or Sellers’ successors indicated in Section 17.1 below are holders of, at least, sixty-four billion, four hundred and warranties eighty-one million, two thousand, four hundred and thirty-six (64,481,002,436) common shares in TCOPar, representing fifty-one per cent (51%) of Seller TCOPar’s voting capital; (ib) effective migration of the Cellular Mobile Service providers belonging to the TCO Group to the Personal Mobile Service, with consequent execution and publication of the Instruments of Authorization for Rendering Personal Mobile Services by the referred providers; (c) obtaining prior approval from the necessary applicable government agencies, namely, ANATEL’s consent for the transfer of the Controlling Shares representing TCOPar’s capital stock to Purchaser; (d) performance, by Sellers, of all their obligations hereunder, including fulfillment, by TCO and its controlling shareholders, of the Action Plan for managing TCO, which is the subject matter of Annex 5.3, between this date and the Closing Date, as well as fulfillment of the conducts mentioned in Section 5.3 of this Final Agreement; (e) performance and conclusion of the Audit for the purposes of Section 3.2 of this Final Agreement, with due regard to the procedures and time frames provided for in Section 3.2.2 above; (f) effecting, if any, the adjustment to the Price by reason of the Actual Obligations, in accordance with the terms, deadlines and conditions set forth in Section 3.3 shall be 2.2; (g) the occurrence of the Closing not later than May 15, 2003, with due regard to the provisions of Section 6.3 below; (h) the non-occurrence until the Closing Date of any Material Adverse Change, as defined in Annex 6.1(h) of this Final Agreement, with due regard to the provisions of Section 6.4 below; (i) the minimum indicators contained in items “a”, “c”, and “d” of Annex 6.1(i) of this Final Agreement being confirmed as true on December 31, 2003, and correct on the Preliminary Agreement date; and (j) Sellers’ representations and Guaranties contained in all respects as Section 8.1 of this Final Agreement or in its respective Annexes being true, in their material aspects, on the date of this Final Agreement, and Sellers’ Representations and Guaranties contained in Sections 8.1.1, 8.1.2, 8.1.3, 8.1.4, 8.1.5, 8.1.6 and 8.1.7 of this Final Agreement or in its respective Annexes being true, in their material aspects, on the Closing Date as if they had been made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all for changes arising out of the other Transaction Documents to which Seller or the Company is a partyregular course of TCO’s business. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a1) The the representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article 3 hereof shall be true and correct in all material respects as of the Closing Date as if made on at and as of the Closing Date (or, if given as of a specific date, at though then made and as though the Closing Date was substituted for the date of such date)this Agreement, except for any representations and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not warranties made as of a specific certain date and for any changes contemplated or permitted by this Agreement; (2) Seller and Parent shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing; (3) there shall have been no adverse change in the operations, financial condition, operating results or assets of the Business since the date of the Latest Balance Sheet other than any effect resulting from general national economic conditions or any occurrence or condition affecting the entire industry in which the Business is conducted that does not have a material adverse effect on the Business; (4) all consents by third parties that are identified as "Material Consents" on Schedule 3.16 shall have been obtained on terms and conditions satisfactory to Purchaser in its sole discretion; (5) no action or proceeding before any court or government body shall be true pending or threatened which, in the reasonable judgment of Purchaser, made in good faith and correct as upon the advice of counsel, makes it inadvisable to consummate the transactions contemplated hereby by reason of the Closing Date as though made on and as probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the Closing Datetransactions contemplated hereby, and (B) are made as of a specific date shall be true and correct as of declare unlawful the transactions contemplated by this Agreement, cause such date, except in this clause (iii) where the failure of such representations or warranties transactions to be true rescinded or affect the value or use of the Purchased Assets or Business; (6) Purchaser shall have received from Seller's and correct (without giving effect Parent's counsel, Xxxxxx, Xxxxx & Xxxxxxx LLP, an opinion with respect to any limitation as to “materiality” or “Material Adverse Effect” the matters set forth in such representations and warranties) has not had and would not reasonably be expected to haveExhibit C attached hereto (the "Seller's Opinion"), individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered addressed to Purchaser a certificate of its president or chief executive officer, and dated the Closing Date, in form and substance satisfactory to the foregoing effect.Purchaser; (b7) Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or not less than five (5) business days prior to the Closing Date. , Seller shall have delivered provided Purchaser, at Seller's expense, with UCC search reports ("UCC Searches") of Seller disclosing no liens or encumbrances against the Purchased Assets other than (i) statutory liens not yet delinquent, (ii) such imperfections or irregularities of title or liens that do not (A) materially detract from or interfere with the proposed use by Purchaser of the Purchased Assets subject thereto or affected thereby, (B) otherwise impair the present business operations at such properties, (C) detract from the value of such properties and assets, (iii) the rights of customers of Seller with respect to inventory under orders or contracts entered into by Seller in the ordinary course of business, (iv) mechanics', carriers', workers', repairmen's, warehousemen's, or other similar liens arising in the ordinary course of business in respect of obligations not overdue or which are being contested in good faith, and (v) deposits or pledges that are statutory obligations to secure workmen's compensation, unemployment insurance, old age benefits or other social security obligations; (8) all proceedings to be taken by Seller and Parent in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents specified for delivery hereunder or reasonably requested by Purchaser shall be reasonably satisfactory in form and substance to Purchaser a certificate of and its president or chief executive officer, dated the Closing Date, to the foregoing effect.counsel; (c9) Seller Xxxxxxx X. Xxxxxxx shall have executed and delivered, or caused the Company to execute and deliver, to entered into an employment agreement with Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H D (the “FIRPTA Certificate”"Employment Agreement).; (f10) Since Seller and Purchaser shall have entered into a Transitional Services and Supply Agreement in the date of this form attached hereto as Exhibit E (the "Transition Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur."); and (g11) Purchaser shall have received copies of reviewed and approved any and all consents and waivers supplements or amendments to the schedules made by Seller or Parent pursuant to Section 5.1(h). Any conditions specified in this Section 6.1 may be waived by Purchaser; provided that no such waiver shall be effective unless it is set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, in a writing executed by the president or the chief executive officer and chief financial officer of SellerPurchaser, certifying that except as of the Closing the Company and its Subsidiaries do not have any Indebtednessotherwise provided in Section 10.3. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation obligations of Purchaser to consummate complete the transactions contemplated by this Agreement is are subject to the satisfaction (unless waived in writing by Purchaser) of each fulfillment prior to or on the Closing Date of the following conditions on conditions, any of which may be waived in whole or prior to the Closing Datein part by Purchaser: (a) 5.1 The representations and warranties of Seller (i) set forth in Section 3.3 the Company under this Agreement shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 shall be true and correct in all material respects as of the Closing Date as if made on and as of with the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date same effect as though made on and as of the Closing Date, and (B) are made except where any such representation or warranty speaks as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (b) Seller 5.2 The Company shall have performed and complied in all material respects with all covenants to be performed other agreements or complied with conditions required by it on or this Agreement prior to or as of the Closing Date. Seller . 5.3 All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby, and all certificates, opinions, agreements, instruments and documents referenced herein or incident to any such transaction, shall be reasonably satisfactory in form and substance to Purchaser. 5.4 The Restated Certificate of Incorporation in the form attached hereto as Exhibit B shall have delivered to Purchaser a certificate been filed with the Secretary of its president or chief executive officer, dated State of the Closing Date, to the foregoing effectState of New York. (c) Seller 5.5 The Company shall have executed and delivered, or caused delivered the Company to execute Amended and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit H (D. 5.6 The Company shall have executed and delivered the “FIRPTA Certificate”)Amended and Restated Shareholders Agreement in substantially the form attached hereto as Exhibit E. 5.7 The Company shall have obtained all registrations, qualifications, permits and approvals required under applicable state securities laws for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Purchased Shares and the offer of the Conversion Shares. (f) Since 5.8 The Company shall have delivered to Purchaser an opinion of counsel to the date Company, dated the Closing Date, a form of which is attached hereto as Exhibit F, which opinion shall be reasonably satisfactory in form and substance to Purchaser. 5.9 There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a Material Adverse Effect shall not have occurred preliminary or be reasonably expected permanent injunction, which makes this Agreement or any of the other transactions contemplated by this Agreement illegal or otherwise prohibits, restricts, or delays consummation of any of the other transactions contemplated by this Agreement or impairs the contemplated benefits to occurthe Company or Purchaser of this Agreement or any of the other transactions contemplated by this Agreement. (g) Purchaser 5.10 At the Closing, the Company shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s deliver a certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of dated the Closing Date, of each of the officers and directors Secretary of the Company certifying that attached or appended to such certificate (1) is a true and correct copy of its Restated Certificate of Incorporation as of the date thereof; (2) is a true and correct copy of its Bylaws as of the date thereof; (3) is a true copy of all resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement, and each other document to be delivered by the Company pursuant hereto; and (4) the names and signatures of its Subsidiariesduly elected or appointed officers who are authorized to execute and deliver this Agreement and any certificate, document or other instrument in connection herewith.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article 3 hereof shall be true and correct in all material respects as of the Closing Date as if made on at and as of the Closing Date (or, if given as of a specific date, at though then made and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of though the Closing Date as though made on and as was substituted for the date of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in Agreement throughout such representations and warranties) has not had and would not reasonably be expected , subject to have, individually or such matters as are consented to in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.writing by Purchaser; (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed or complied with by it on or under this Agreement prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.Closing; (c) Seller there shall have executed and deliveredbeen no material adverse change in the operations, financial condition, operating results, assets or caused the Company to execute and deliver, to Purchaser all business of the other Transaction Documents to which Seller or the Company is a party.Business; (d) Seller shall have deliveredall consents by third parties that are required for the transfer of the Purchased Assets and the Business to Purchaser as contemplated hereby, that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or caused a material default under or a termination or modification of any instrument, contract, license, lease or other agreement to be delivered, which Seller is a party or to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, which any of the Company’s Subsidiaries Purchased Assets is subject, and, other than Permitted Encumbrances, releases of all liens, charges, security interests, encumbrances and claims of others on or Seller (in the case of Seller, with respect to the extent primarily related Purchased Assets shall have been obtained on terms and conditions reasonably satisfactory to the Business).Purchaser; and (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 obtained financing for the transaction in amounts and on terms reasonably satisfactory to Purchaser and obtained the consent of the Code senior lender to the transaction. Any conditions specified in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect Section 6.1 may be waived by Purchaser; provided that no such waiver shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers effective unless it is set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, in a writing executed by Purchaser. If the president transaction contemplated hereunder is completed, all conditions under this Section 6.1 shall be considered met or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtednesswaived. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Dateconditions: (a) The in compliance with Section 13.301 of the Water Code, Purchaser shall have obtained the TCEQ Approval without the imposition of any restrictions, conditions, or obligations which are deemed to be unacceptable to Purchaser in its sole and absolute discretion, and Purchaser shall have received all other necessary authorizations, consents, and approvals of any Governmental Authorities in order to consummate the Contemplated Transactions; (b) the representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article IV shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (Bas so written, including the term "material" or "Material") are made as of a specific date shall be true and correct in all respects at and as of such datethe Closing Date; (c) Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in this clause which case Seller shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (d) no Proceeding shall be pending before any Governmental Authority wherein an unfavorable Order would (i) prevent consummation of any of the Contemplated Transactions, (ii) cause any of the Contemplated Transactions to be rescinded following consummation, (iii) where adversely affect the failure right of Purchaser to own the Acquired Assets, to operate the Water System, or (iv) materially and adversely affect the right of any Purchaser to own its assets and to operate its business (and no such representations Order shall be in effect); (e) the water rate changes for Seller's customers resulting from the TWDB Bond Debt shall have been implemented; (f) there shall have been no Material Adverse Change with respect to the Seller or warranties to be true the Water System as determined in the sole and correct (without giving effect absolute discretion of the Purchaser and no damage or destruction or other change shall have occurred with respect to any limitation as to “materiality” of the Acquired Assets or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to haveany portion thereof that, individually or in the aggregate, would materially impair the use or the operation of any of this Acquired Assets by Purchaser; (g) Purchaser shall be satisfied with the results of its due diligence investigation of each of the Acquired Assets, Seller and the Water System in all respects in its sole and absolute discretion; (h) all actions to be taken by Seller in connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Purchaser; (i) Purchaser shall have obtained Purchaser's Required Consents (all of which shall be in full force and effect as of the Closing); (j) Seller shall have obtained Seller's Required Consents (all of which shall be in full force and effect as of the Closing), including (i) the Requisite Member Consent, (ii) the Material Contract Consents, (iii) Lease Consents, (iv) the GBRA's consent and assignment of the right to purchase raw water and other rights of Seller under Seller's Contract with the GBRA, and (v) BexarMet's consent to the sale or assignment of Contracts between Seller and BexarMet to Purchaser; (k) Seller shall have provided Purchaser with evidence that the lawful rates and fees defined by the Water Code which may be charged to each customer of the Water System as of the Closing Date are at least the amounts shown on Schedule 7.1(k); (l) Seller and the Purchaser shall each be in compliance with all material regulatory requirements of all applicable Governmental Authorities necessary to consummate the Contemplated Transactions (all of which shall be in full force and effect as of the Closing); (m) all waiting periods in respect of approvals or consents from Governmental Authorities shall have expired or been terminated; (n) Seller shall have amended its Organizational Documents, including its articles of incorporation and bylaws, to the extent required to be in compliance with all applicable Legal Requirements (including requirements and conditions for qualification as an organization described in Section 501(c)(12) of the Code and operation thereof on a Material Adverse Effect. cooperative basis under the Code) and to comply and fully perform all of the terms and conditions of this Agreement; (o) Purchaser shall have received on the Closing Date title policies (from a title company reasonably acceptable to Purchaser) covering the Real Property in such form and substance reasonably acceptable to Purchaser in sole and absolute discretion; (p) Purchaser shall have received Lease Consents for the assignment of each of the Leases to Purchaser; (q) Purchaser shall have received executed copies of a non-competition, non-solicitation and non-disparagement agreement from the directors, officers or key employees of Seller requested by Purchaser in such form satisfactory to Purchaser; (r) Seller shall have amended its vacation and sick leave policies (and any other Contracts or other agreements containing any similar obligation of Seller to provide similar benefits) to provide that all of Seller's obligations thereunder may be assumable by Purchaser at Closing and will not otherwise dischargeable by Seller; (s) Purchaser shall have received all of the certificates, instruments and documents set forth in Section 8.1; and (t) Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. effect that each of the conditions specified in Section 7.1(a) - (bt) Seller shall have performed and complied is satisfied in all material respects with all covenants to be performed or complied with by respects. Purchaser may waive any condition specified in this Section 7.1 if it on executes a writing so stating at or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effectClosing. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to as of the Closing DateClosing: (a) The (i) Except for the representations and warranties in Section 3.2 (Due Authorization) and Section 3.15 (Financial Advisors/Brokers Fees), the representations and warranties of Seller (i) set forth in Section 3.3 this Agreement shall be true and correct in all respects as of the Closing Date as if made on date of this Agreement and as of and as though made on the Closing Date (or, if given except for any representations and warranties that are expressly stated to have been made as of a specific datespecified date prior to the date of this Agreement, at which shall have been true and correct as of such specified date); provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Seller Material Adverse Effect, and instead, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect; (ii) set forth the representations and warranties in Section 3.21 3.2 (Due Authorization) shall be true and correct in all material respects as of the Closing Date as if made on date of this Agreement and as of and as though made on the Closing Date (or, if given as of a specific date, at except for any representations and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) warranties that (A) are not expressly stated to have been made as of a specific specified date prior to the date of this Agreement, which shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be have been true and correct as of such specified date, except in this clause ); and (iii) where the failure of such representations or and warranties to in Section 3.15 (Financial Advisors/Brokers Fees) shall be true and correct (without giving effect to any limitation in all respects as to “materiality” or “Material Adverse Effect” set forth in such representations of the date of this Agreement and warranties) has not had as of and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated as though made on the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed or complied with by it on Seller under this Agreement at or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effectClosing. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall there will not have occurred or arisen any change, effect, fact, condition, circumstance, occurrence, state of facts or development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the aggregate, have resulted, or would reasonably be reasonably expected to occurresult, in a Seller Material Adverse Effect. (gd) Purchaser No action or proceeding by or before any Governmental Authority shall have received copies be pending wherein an unfavorable judgment, decree or order would prevent the consummation of all consents the transactions contemplated hereby or cause such transactions to be rescinded, and waivers set forth on Schedule 7.3(g)no judgment, decree, order or Applicable Law that would prohibit the consummation of the Closing shall be in effect. (he) Seller shall have delivered an officer’s certificate, executed by to Purchaser the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtednessdeliverables set forth in Section 2.2(a)-(g). (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article 2 hereof shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though then made on and as though the Closing Date was substituted for the date of this Agreement; (b) MacDonald and CRG shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement prior to the Closing Date; (c) no event shall have occurred which has caused, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties is reasonably likely to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregatecause, a Material Adverse Effect. Seller Effect in respect of CRG or MacDonald; (d) Except as set forth on Schedule 5.1(d) ("Excluded Consents Schedule"), all consents by third parties that are required for the transfer of the CRG Assets, the Business and CRG Shares to MergerSub as contemplated hereby, which are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which CRG is a party or to which any of the CRG Shares or the CRG Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the CRG Shares and the CRG Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their sole discretion; CRG shall have delivered to Purchaser Purchasers written confirmations, in form and substance reasonably acceptable to Purchasers, from the applicable insurance carriers confirming at least ninety-five (95%) of CRG's renewal commission projections contained in CRG's Confidential Offering Memorandum dated June 2000, and confirming that such renewal commissions are assignable to a certificate third party. CRG and Xxxxx Xxxxx shall have entered into an Amended and Restated Employment Agreement in the form attached hereto as Exhibit K; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of its president Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or chief executive officerundesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially adversely affect the value or use of the CRG Assets, Business or the CRG Shares; (f) Purchasers shall have received from CRG's and the Shareholders' counsel, Xxxxxx, Xxxxxx & Xxxxx, LLP, an opinion addressed to Holdings and MergerSub and dated the Closing Date, to substantially in the foregoing effect.form of Exhibit G hereto (the "MTO Opinion"); (bg) Seller Purchasers may obtain UCC search reports ("UCC Searches") of CRG, the Subsidiaries and MacDonald. If the UCC Searches disclose any title encumbrances, defects, liens, encumbrances or matters other than Permitted Encumbrances, CRG or the Shareholders, as applicable, shall have performed and complied in all material respects with all covenants caused the same to be performed removed; (h) all proceedings to be taken by CRG or complied the Shareholders in connection with the consummation of the Merger and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by it on or prior Purchasers shall be reasonably satisfactory in form and substance to the Closing Date. Seller Purchasers and their counsel; (i) CBI and MacDonald shall have delivered to Purchaser a certificate of its president or chief executive officer, dated entered into an employment and non-competition agreement substantially in the Closing Date, to form attached hereto as Exhibit H-1 (the foregoing effect. (c) Seller "MacDonald Employment Agreement"); MacDonald shall have executed and delivereddelivered to Holdings a promissory note in favor of Holdings (or its assignee) substantially in the form attached hereto as Exhibit H-2 (the "MacDonald Note") and Holdings shall have made a loan to MacDonald in the amount and on the terms referred to in such promissory note ($250,000 of which will be immediately deposited into the Escrow Account); (j) all required filings have been made with, and all consents and approvals shall have been obtained from, all applicable regulatory and other governmental authorities and, except as set forth on Schedule 5.2(j) ("Approvals Schedule"), third parties, including, but not limited to, a Xxxx-Xxxxx Xxxxxx filing, if necessary; (k) all action required to be taken by or caused on the Company part of CRG to execute authorize the execution, delivery and deliver, to Purchaser all performance of this Agreement and the consummation of the other Transaction Documents to which Seller or transactions contemplated hereby shall have been duly and validly taken by the Company is a party.Board of Directors and Shareholders, and Purchasers shall received certified copies of the resolutions evidencing such authorization; (dl) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser Purchasers shall have received a duly executed certificate of non-foreign status Cancellation Agreement from Seller that complies with Section 1445 the Option Holders and Phantom Stock Holders holding at least 80% of the Code Options and shares of Phantom Stock; (m) Purchasers shall have received a payoff letter from each obligee of Borrowed Money, which shall provide for, among other things, upon payment of the amounts set forth therein (which shall not exceed $13,000,000 in substantially the aggregate for all Borrowed Money), the termination of all agreements and liens relating to such obligations, and shall otherwise be in form and substance reasonably acceptable to Purchasers; (n) holders of not less than 90% of the CRG Shares, (not less than 905,295 CRG Shares), shall have voted in favor of the Merger, this Agreement and the transactions contemplated hereby, and the same shall be in full force and effect; (o) holders of CRG Shares holding not more than 10% (not more than 100,558 CRG Shares) of the CRG Shares outstanding shall have exercised or have the right or ability to exercise dissenters or appraisal rights under California law; (p) CRG shall have executed and delivered a written certificate certifying (i) the number of CRG Shares held by Shareholders approving this Agreement and the Merger and the number of Dissenting Shares, as of the Closing Date and (ii) the number of Options and shares of Phantom Stock which have not been terminated pursuant to a duly executed and delivered Cancellation Agreement, the holders thereof and the terms of such Options and Phantom Stock, as applicable; CRG shall have executed and delivered to Purchasers the Letter of Direction; (q) Purchasers' existing lenders shall have consented to the consummation of the transactions contemplated in this Agreement and Purchasers shall have exercised their best efforts to obtain such consent; and (r) the Bonus Plan shall incorporate the terms set forth in the summary of the Bonus Plan attached hereto as Exhibit H (J and be in form and substance reasonably agreeable to the “FIRPTA Certificate”). (f) Since the date of parties hereto. Any conditions specified in this Agreement, a Material Adverse Effect Section 5.1 may be waived by Purchasers; provided that no such waiver shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers effective unless it is set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, in a writing executed by the president or the chief executive officer and chief financial officer of SellerPurchasers, certifying that except as of the Closing the Company and its Subsidiaries do not have any Indebtednessotherwise provided in Section 9.3. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation All obligations of Purchaser to consummate hereunder are subject at the transactions contemplated by this Agreement is subject option of Purchaser, to the satisfaction (unless waived in writing by Purchaser) fulfillment of each of the following conditions on at or prior to the Closing DateClosing, and Seller and MLP shall exert their best efforts to cause such condition to be so fulfilled: (a) The All representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 MLP contained herein shall be true and correct in all material respects as of the Closing Date as if made on at and as of the date of the Closing Date (or, if given as of a specific date, at said representations and as of such datewarranties to survive Closing), except for changes in ordinary course of business after the date hereof; (b) All covenants, agreements and (iii) set forth obligations required by the terms of this Agreement to be performed by Seller or MLP at or before the Closing shall have been duly and properly performed in Article III hereof (other than all material respects and all deliverables to be provided by Seller and MLP at Closing as described in clauses Section 6.2(a) shall have been duly executed and delivered; (c) No action, suit or proceeding shall be pending or threatened before any court, governmental agency or authority to enjoin, restrain or prohibit this Agreement or the consummation of the Contemplated Transaction or threaten the Acquired Assets in a material manner; (d) No Material Adverse Change shall have occurred with respect to the operation, condition, finances or prospects of the Business or the Acquired Assets since the Effective Date; (e) That approval for the transfer of the Acquired Assets and the Contemplated Transaction, including (i) the existing water wheeling agreement with the golf course, and (ii) abovethe ability of Purchaser to serve the Kapalua future expansion area, have been duly and properly obtained from the Commission in form and content acceptable to Purchaser in its sole and absolute discretion; (f) That DOH authorization for Purchaser to operate the Systems shall be in full force and effect on the Closing; (g) That the transfers of the Acquired Assets, except for Post-closing Easements, concurrently close; (h) That all material agreements, consents, and approvals of any persons necessary to the consummation of the Contemplated Transaction, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller or Purchaser as the case may be, and delivered to the Parties; including without limitation, approval of the Commission and the consent of the County of Maui to the Assignment and Assumption of Wastewater Agreement (or in lieu thereof evidence to Purchaser’s sole satisfaction that the County of Maui’s consent is not required) ; (i) that Purchaser has been satisfied with the conclusions and results of its due diligence; (Aj) are not made as that Purchaser has received approval of a specific date its Board of Directors no later than the end of the Due Diligence Period; (k) Purchaser shall be true satisfied with all inspections and correct as investigations concerning title to and surveys of the Closing Date as though made on Real Property, Easements, Water Rights and as other Acquired Assets. Failure of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties Purchaser to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has satisfied under this section is not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate breach of its president or chief executive officer, dated the Closing Date, to the foregoing effectthis Agreement by Seller. (bl) Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) that Purchaser shall have received an irrevocable commitment from a duly executed certificate title company of non-foreign status from Seller that complies with Section 1445 its choice for an ALTA Extended Owner’s policy of title insurance for the Code Real Property and Easements to be issued to and acceptable to Purchaser, including such endorsements and in substantially the form attached hereto such amounts as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be Purchaser may reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignationsrequire, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date:Acceptance Date (as defined in the Merger Agreement): (a) The representations Seller shall have performed in all material respects all of the covenants and warranties agreements required to be performed by it under this Agreement prior to the Closing; (b) all consents by third parties identified on Schedule 4.1 that (A) are required for the transfer of Seller the Purchased Assets and the Other Business Segments to Purchaser as contemplated hereby, and (B) the absence of which would cause a breach under any law, statute, regulation, or judicial or administrative order; (c) consent to the transactions contemplated by this Agreement from JPMorgan Chase Bank, NA, Seller’s lender (the “Bank”), pursuant to the terms and conditions of that certain Third Amended and Restated Credit Agreement by and among Xxxxx Consulting, Inc., certain lenders, including the Bank, and JPMorgan Securities, Inc., dated as of September 8, 2005; (d) there shall be no pending suit, action or proceeding by any person or by any governmental entity, in either case having a reasonable likelihood of success, and no suit, action or proceeding shall be threatened by any governmental entity (i) set forth challenging the acquisition by Purchaser of any of the Purchased Assets, seeking to restrain or prohibit consummation of the transactions contemplated by this Agreement, or seeking to place material limitations on the ownership of the Purchased Assets by Purchaser, (ii) seeking to prohibit or limit the ownership or operation by Purchaser of any material portion of the Other Business Segments or the Purchased Assets taken as a whole, or to compel Purchaser to dispose of or hold separate any material portion of the business or assets of the Other Business Segments taken as a whole, as a result of the transactions contemplated by this Agreement, or (iii) seeking to prohibit Purchaser from effectively controlling in any material respect the business or operations of the Other Business Segments taken as a whole; (e) all conditions to the closing of the Offer as contemplated by the Merger Agreement (or as contemplated by any agreement governing the terms of a Superior Proposal (as defined in the Merger Agreement)), other than the condition of the sale of the Purchased Assets as contemplated hereby, shall have been satisfied in accordance with the terms of the Merger Agreement or the agreement governing the terms of such Superior Proposal; (f) the representation and warranty of Seller contained in Section 3.3 10.1 of this Agreement shall be true and correct in all respects at the date hereof and as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of Date. Any conditions specified in this Section may be waived by Purchaser; provided that no such date), (ii) waiver shall be effective unless it is set forth in Section 3.21 shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such datewriting executed by Purchaser, except as otherwise provided in this clause Section 9.1 (iii) where the failure of such representations or warranties to be true Amendment and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the BusinessWaiver). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article III hereof shall be true and correct in all material respects as of the Closing Date as if when made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as Date was substituted for the date of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in Agreement throughout such representations and warrantieswarranties and the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by the Seller hereunder prior to the Closing; (b) has not had The Seller shall have received or obtained all governmental, shareholder, member, notices, third-party consents and approvals (each, an “Approval”) that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) to prevent the consummation of the transactions contemplated hereby from resulting in a breach of or default under, or a termination, modification or acceleration of or payment under, any instrument, contract, lease, license or other agreement to which the Seller is a party or is bound, in each case on terms reasonably satisfactory to Purchaser; (c) No suit, action or other proceeding shall be pending or threatened before any governing authority wherein an unfavorable injunction, judgment, order, decree, ruling or charge would not reasonably prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, and no such injunction, judgment, order, decree or ruling shall have been entered or be expected to havein effect; (d) At the Closing, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser (i) a certificate signed by the Seller and an officer of its president or chief executive officerthe Seller, dated the Closing Datedate of the Closing, to stating that the foregoing effect. conditions specified in subsections (ba) through (c) above have been satisfied as of the Closing; (ii) copies of all Approvals; (iii) certified copies of the resolutions of Seller’s board of managers or other governing body authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) a good standing certificate for the Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or from its jurisdiction of organization dated as of a recent date prior to the Closing Date. ; and (v) such other documents or instruments as are required to be delivered by the Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated at the Closing Date, pursuant to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business).terms hereof; and (e) All proceedings to be taken by the Seller 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 reasonably requested by Purchaser shall have received be reasonably satisfactory in form and substance to Purchaser and its legal counsel. Any condition specified in this Section 2.1 may be waived by Purchaser if such waiver is set forth in a writing duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”)by Purchaser. (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 Article 3 hereof shall be true and correct in all respects as of the Closing Date as if made on at and as of the Closing Date (or, if given as of a specific date, at though then made and as of such date), (ii) set forth in Section 3.21 shall be true and correct in all material respects as of though the Closing Date as if was substituted for the date of this Agreement, without taking into account any disclosures made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iiiby Seller to Purchasers pursuant to Section 5.1(i) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.hereof; (b) Seller shall have performed all of the covenants and complied in all material respects with all covenants agreements required to be performed or complied with by it under this Agreement prior to the Closing; (c) there shall have been no adverse change in the operations, financial condition, operating results, assets or business prospects of the Business, taken as a whole, and there shall have been no casualty loss or damage to the Purchased Assets, taken as a whole, whether or not covered by insurance; (d) all consents by third parties that are required for the transfer of the Purchased Assets, including consents to receive renewals, and the Business to Purchasers as contemplated hereby, that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their reasonable discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or affect the value or use of the Purchased Assets or Business; (f) Purchasers shall have received from Seller's counsel, Sherxxx & Xanixxxxx Xxx., an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to Purchasers and dated the Closing Date, in form and substance satisfactory to Purchasers; (g) not less than five (5) business days prior to the Closing Date. , Seller shall have delivered to Purchaser a certificate provided Purchasers at Seller's expense, with UCC search reports ("UCC Searches") of its president Seller disclosing no liens or chief executive officerencumbrances against the Purchased Assets, dated other than the Closing DatePermitted Encumbrances. If the UCC Searches disclose any title encumbrances, to the foregoing effect. (c) defects, liens, encumbrances or matters, other than Permitted Encumbrances, Seller shall have executed and delivered, or caused the Company same to execute be removed; provided, that, notwithstanding the foregoing, Seller shall cause the security interests, liens and deliverclaims of Equitable Insurance and Resource Trust Bank in, on or to Purchaser any of Seller's assets to be terminated and released at or prior to the Closing; (h) all proceedings to be taken by Seller in connection with the consummation of the Closing and the other Transaction Documents transactions contemplated hereby and all certificates, opinions, instruments and other documents required to which Seller or effect the Company is a party.transactions contemplated hereby requested by Purchasers shall be satisfactory in form and substance to Purchasers and their counsel; (di) Seller CBI and the landlord of the property located at 608 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (xxe "Landlord") shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements entered into that certain Assignment of Lease regarding the lease of such property (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by "Lease Assignment"), the Company, any form of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business).which is attached hereto as Exhibit F; (ej) Purchaser each Purchaser's Board of Directors shall have received a duly executed certificate of non-foreign status from Seller approved the transaction contemplated hereby; (k) CBI and each Shareholder shall have entered into that complies with Section 1445 of the Code certain Employment Contract applicable to such Shareholder in substantially the form attached hereto as Exhibit H G (1-9) (the “FIRPTA Certificate”"Employment Agreements"); (l) Purchasers and each Shareholder shall have entered into the Investment Agreement; (m) Purchasers' existing lenders shall have consented to the transaction; (n) Gary Xxxx xxxll immediately following the Closing (i) pay CBI $600,000 for the obligations of Mr. Xxxx xx Seller in respect of compensation advances purchased by Purchasers hereunder, and (ii) purchase artwork purchased by CBI hereunder having a book value on Seller's books of $800,000 listed on Exhibit H; (o) Robexx Xxxxx xxxll immediately following the Closing pay CBI $343,164 for the liabilities of Mr. Xxxxx xx the Seller in respect of compensation advances purchased by Purchasers hereunder; (p) Robexx Xxxx xxxll immediately following the Closing pay CBI $177,040 for the liabilities of Mr. Erra to the Seller in respect of compensation advances, purchased by Purchasers hereunder; (q) Davix Xxxxx xxxll immediately following the Closing purchase artwork purchased by Purchasers hereunder having a book value on Seller's books of $50,000 listed on Exhibit H; (r) Seller and each Shareholder shall have entered into an agreement regarding the distribution of the Purchase Price to the Shareholders which is consistent with the summaries attached as Exhibit I (1- 9). (fs) Since Seller and each Shareholder shall have entered into an agreement regarding the date distribution of this Agreementany and all tax liability as a result of entering into the transactions contemplated hereunder, which shall include a Material Adverse Effect mutual release and a release of Purchasers, and evidence of such agreement shall not have occurred or be reasonably expected delivered to occurPurchasers. (gt) Purchaser Purchasers shall have received copies of all consents obtained financing for the transaction in amounts and waivers set forth on Schedule 7.3(g).terms satisfactory to Purchasers in their sole discretion; provided, however, Purchasers shall use their best efforts to obtain such financing and agrees that they shall not unreasonably reject otherwise acceptable financing terms; (hu) Purchasers shall have concluded (through their accountants, counsel and other representatives) an investigation of the business, condition (financial and other), properties, assets, prospects, operations and affairs of the Seller and shall be satisfied, in their sole discretion, with the results thereof; (v) Seller shall have paid Michxxx Xxxxx, Xxry Xxx Xxxxxx xxx Gary Xxxx (x) the deferred compensation amounts owed by Seller to such individuals in the aggregate amount of $2,685,353, and evidence of such payments shall be delivered an officer’s certificateto Purchasers and (ii) the amounts owed or which will be owed by Seller to Michxxx Xxxxx xxx Gary Xxxx xxxsuant to that certain Stock Purchase Agreement dated May 1, executed 1992, as amended by the president or the chief executive officer First Amendment dated April 1, 1993, and chief financial officer of Amendment Number Two dated November 1, 1996, by and among Seller, certifying that as the Shareholders, Mary Xxx (Xxrtxx) Xxbaxx, Xxchxxx Xxxxx xxx Gary Xxxx xxx evidence of the Closing the Company such payment, and its Subsidiaries do not have any Indebtedness.cancellation and release by such individuals of their repurchase and compensation rights under such Stock Purchase Agreement shall be delivered to Purchasers (iw) Purchaser shall have received the resignations, effective as of the Closing Date, of Seller and each of the officers and directors of Shareholders shall have entered into that certain Contingency Rollback Agreement in the Company and each of its Subsidiariesform set forth in Exhibit M (the "Contingency Rollback Agreement") Any conditions specified in this Section 6.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchasers, except as otherwise provided in Section 10.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 shall be true Article 3 and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article 4 hereof shall be true and correct in all material respects as of the Closing Date as if made on at and as of the Closing Date (or, if given as of a specific date, at though then made and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of though the Closing Date as though made on was substituted for the date of this Agreement; (b) Seller and as Shareholder shall have performed in all material respects all of the Closing Datecovenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) there shall have been no material adverse change in the operations, financial condition, operating results, assets or business prospects of the Business, and there shall have been no material casualty loss or damage to the Purchased Assets or the assets of WFC (Bthe "WFC Assets"), taken as a whole, whether or not covered by insurance; (d) all consents by third parties that are made required for the transfer of the Purchased Assets, the Business and the Shares to Purchaser as contemplated hereby, which are required for the consummation of the transactions contemplated hereby or that are required to prevent a specific date breach of or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller or WFC is a party or to which any of the Purchased Assets, the Shares or the WFC Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets, the Shares or the WFC Assets shall have been obtained on terms and conditions satisfactory to Purchaser in its sole discretion; (e) no action or proceeding before any court or government body shall be true pending or threatened which, in the judgment of Purchaser, made in good faith and correct as upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such date, except in this clause (iii) where the failure of such representations or warranties transactions to be true rescinded or materially and correct adversely affect the value or use of the Purchased Assets, Business or the Shares; (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warrantiesf) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller Purchaser shall have delivered received from Seller's counsel, Freexxxx xxx Petexx, xx opinion addressed to Purchaser a certificate of its president or chief executive officer, and dated the Closing Date, in form and substance reasonably satisfactory to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur.Purchaser; (g) Purchaser shall have received copies obtained UCC search reports ("UCC Searches") of all consents Seller and waivers set forth on Schedule 7.3(g).WFC disclosing no liens or encumbrances against the Purchased Assets or the WFC Assets, other than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, defects, liens, encumbrances or matters other than Permitted Encumbrances, Seller or WFC shall have caused the same to be removed; (h) all proceedings to be taken by Seller shall have delivered an officer’s certificate, executed by or WFC in connection with the president or the chief executive officer and chief financial officer of Seller, certifying that as consummation of the Closing and the Company other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchaser shall be reasonably satisfactory in form and substance to Purchaser and its Subsidiaries do not have any Indebtedness.counsel; (i) Purchaser Purchaser's Board of Directors shall have received approved the resignationstransaction contemplated hereby; and (j) Purchaser and Shareholder shall have entered into an Employment Agreement mutually acceptable to Purchaser and Shareholder (the "Wambxxx Xxxloyment Agreement"). Any conditions specified in this Section 6.1 may be waived by Purchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchaser, effective except as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiariesotherwise provided in Section 10.3.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article 3 hereof shall be true and correct in all material respects as of the Closing Date as if made on at and as of the Closing Date (or, if given as of a specific date, at though then made and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of though the Closing Date as though made on and as was substituted for the date of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.Agreement; (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed or complied with by it on or under this Agreement prior to the Closing Date. Seller Closing; (c) there shall have delivered been no material adverse change in the operations, financial condition, operating results, assets or business prospects of the Business, and there shall have been no material casualty loss or damage to Purchaser the Purchased Assets, taken as a certificate whole, whether or not covered by insurance; (d) all consents by third parties that are required for the transfer of its president the Purchased Assets and the Business to Purchasers as contemplated hereby, that are required for the consummation of the transactions contemplated hereby or chief executive officerthat are required to prevent a breach of, or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their reasonable discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or affect the value or use of the Purchased Assets or Business; (f) Purchasers shall have received from Seller's counsel, Xxxxxxx Xxxxxx & Green P.C. an opinion in substantially the form set forth in Exhibit C attached hereto, addressed to Purchasers and dated the Closing Date, to the foregoing effect.; (cg) Purchasers may obtain at Purchasers' expense, UCC search reports ("UCC Searches") of Seller disclosing no liens or encumbrances against the Purchased Assets, other than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, defects, liens, encumbrances or matters other than Permitted Encumbrances, Seller shall have executed and delivered, or caused the Company same to execute and deliver, be removed; (h) proceedings to Purchaser all be taken by Seller in connection with the consummation of the Closing and the other Transaction Documents transactions contemplated hereby and all certificates, opinions, instruments and other documents required to which Seller or effect the Company is a party.transactions contemplated hereby reasonably requested by Purchasers shall be reasonably satisfactory in form and substance to Purchasers and their counsel; (di) Seller CBI and the landlord of the property located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxxxx (the "Landlord") shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements entered into that certain Assignment of Lease regarding the lease of such property (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company"Lease Assignment"), any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form of which is attached hereto as Exhibit H D; (j) Seller and Shareholders shall each have executed an Investment Letter in the form set forth in Exhibit E hereto (the “FIRPTA Certificate”"Investment Letters").; (fk) Since CBI and Rich shall have entered into that certain Employment Agreement in the date of this form set forth in Exhibit F hereto (the "Rich Employment Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur."); (gl) Purchaser CBI and Florin shall have received copies of all consents and waivers entered into that certain Employment Agreement in the form set forth on Schedule 7.3(gin Exhibit G hereto (the "Florin Employment Agreement").; and (hm) Seller CBI's existing lenders shall have delivered an officer’s certificate, consented to the transaction. Any conditions specified in this Section 6.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by the president or the chief executive officer and chief financial officer of SellerPurchasers, certifying that except as of the Closing the Company and its Subsidiaries do not have any Indebtednessotherwise provided in Section 10.3. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. (a) The obligation of Purchaser to consummate the transactions contemplated by under this Agreement to purchase the Assets from Seller is subject to the satisfaction (unless waived in writing by Purchaser) of each all of the following conditions on (any or prior to the Closing Date:all of which may be waived in whole or in part by Purchaser in writing at any time): (ai) The All representations and warranties of by Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 this Agreement shall be true and correct in all material respects at and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of the Closing Date as though made on and as of the Closing Date; provided, and however that in no event shall any of the following be deemed “material” hereunder: (Bi) are made as information which was disclosed to purchaser or otherwise actually known to Purchaser prior to the Effective Date, (ii) changes permitted pursuant to the terms of a specific date shall be true and correct as of such datethis Agreement (e.g. pursuant to Section 9), except in this clause or (iii) where the failure of such representations information which discloses loss or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, damage to the foregoing effect. Premises as a result of fire or other casualty or condemnation (b) Seller which shall have performed and complied in all material respects with all covenants to be performed or complied with by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned governed by the Company, any terms of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the BusinessSection 13 below). (eii) Purchaser Seller shall have received a duly executed certificate of non-foreign status from Seller that complies have, in all material respects, performed, observed and complied with Section 1445 all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with prior to or as of the Code Closing. (iii) The Title Company shall be prepared (upon consummation of the Closing and payment of the title insurance premium), to issue its Owner’s Policy of Title Insurance covering the Premises, in substantially the aggregate amount of the Purchase Price, subject only to the Permitted Exceptions (the “Title Policy”). (iv) Seller shall use commercially reasonable efforts to obtain a tenant estoppel certificate in the form of Exhibit K (or such other form as is provided in the applicable tenant’s lease, it being agreed moreover that the form of estoppel from Tribune Publishing Company and/or its affiliates may be in the form attached hereto as Exhibit H K-1) from each of the tenants in the Premises. It shall be a condition precedent to Purchaser’s obligation to close hereunder that Seller deliver executed tenant estoppel certificates from (i) each Major Tenant (as hereinafter defined), including Tribune Media Company and Tribune Publishing and/or their respective affiliates, (ii) Xxxxxxx & Hood, and (iii) from other tenants under Existing Leases so that Purchaser shall receive executed estoppel certificates from tenants (including the Major Tenants and Xxxxxxx & Hood) under Existing Leases covering at least seventy percent (70%) of the leased square footage in the Improvements as of the Effective Date (the “FIRPTA CertificateRequired Threshold”). (f. “Major Tenant” shall mean each tenant of the Improvements as of the Effective Date whose lease demises more than 50,000 square feet in the Improvements. Purchaser agrees that the Required Threshold shall be met even though executed tenant estoppel certificates may not be in the form sent to the tenant pursuant to this Section 8(a) Since if the date modifications to such estoppel certificates, in the aggregate, are not material and do not disclose any defaults, the exercise of this Agreementany rights of set off or any other exceptions inconsistent in any material respect with the representations and warranties made by Seller hereunder. Without limitation of the foregoing, Purchaser and Seller agree that the following types of modifications to a Material Adverse Effect tenant estoppel certificate shall not have occurred or be reasonably expected deemed material: the omission of any information that the tenant is not required to occur. (g) furnish pursuant to the terms of its Lease. Purchaser shall have received copies the right to object to any estoppel certificate which discloses any fact which contradicts representations and warranties made by Seller herein, and any such fact shall be deemed a material modification for purposes of all consents and waivers set forth on Schedule 7.3(gthis Section 8(a)(iv). (h) Seller shall have delivered an officer’s certificate, executed by the president or the chief executive officer and chief financial officer of Seller, certifying that as of the Closing the Company and its Subsidiaries do not have any Indebtedness. (i) Purchaser shall have received the resignations, effective as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiaries.

Conditions to Purchaser’s Obligation. The obligation of Purchaser Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to before the Closing Date: (a) The the representations and warranties of Seller (i) set forth in Section 3.3 shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), (ii) set forth in Section 3.21 Article 3 hereof shall be true and correct in all material respects as of the Closing Date as if made on at and as of the Closing Date (or, if given as of a specific date, at though then made and as of such date), and (iii) set forth in Article III hereof (other than as described in clauses (i) and (ii) above) that (A) are not made as of a specific date shall be true and correct as of though the Closing Date as though made on and as was substituted for the date of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, except in this clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect.Agreement; (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed or complied with by it under this Agreement prior to the Closing; (c) there shall have been no material adverse change in the operations, financial condition, operating results, assets or business prospects of the Business, and there shall have been no material casualty loss or damage to the Purchased Assets, taken as a whole, whether or not covered by insurance; (d) all consents by third parties that are required for the transfer of the Purchased Assets and the Business to Purchasers as contemplated hereby, that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms and conditions satisfactory to Purchasers in their sole discretion; (e) no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Purchasers, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or affect the value or use of the Purchased Assets or Business; (f) Purchasers shall have received from Seller's counsel, Liddell, Sapp, Zivley, Hill & LaBoxx, XXP, an opinion with respect to the matters set forth in Exhibit B attached hereto, addressed to Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to Purchaser; (g) not less than twenty (20) business days prior to the Closing Date, Purchasers shall have obtained UCC search reports ("UCC Searches") of Seller disclosing no liens or encumbrances against the Purchased Assets, other than the Permitted Encumbrances. If the UCC Searches disclose any title encumbrances, defects, liens, encumbrances or matters other than Permitted Encumbrances, Seller shall have delivered to Purchaser a certificate of its president or chief executive officer, dated the Closing Date, to the foregoing effect. (c) Seller shall have executed and delivered, or caused the Company to execute and deliver, to Purchaser all of the other Transaction Documents to which Seller or the Company is a party. (d) Seller shall have delivered, or caused same to be delivered, to Purchaser UCC Termination Statements (the “UCC Termination Statements”) terminating all Liens on any and all assets owned by the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business). (e) Purchaser shall have received a duly executed certificate of non-foreign status from Seller that complies with Section 1445 of the Code in substantially the form attached hereto as Exhibit H (the “FIRPTA Certificate”). (f) Since the date of this Agreement, a Material Adverse Effect shall not have occurred or be reasonably expected to occur. (g) Purchaser shall have received copies of all consents and waivers set forth on Schedule 7.3(g).removed; (h) all proceedings to be taken by Seller shall have delivered an officer’s certificate, executed by in connection with the president or the chief executive officer and chief financial officer of Seller, certifying that as consummation of the Closing and the Company other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Purchasers shall be reasonably satisfactory in form and substance to Purchasers and its Subsidiaries do not have any Indebtedness.counsel; (i) Purchaser each Purchaser's Board of Directors shall have received approved the resignationstransaction contemplated hereby; (j) CBI and Brucx xxxll each have entered into that certain Non-Compete Agreement in the form set forth in Exhibit C hereto (the "Non-Compete Agreement"); (k) CBI and Brucx xxxll have entered into that certain Sales Office Agreement in a form acceptable to Brucx xxx the Purchaser (the "Sales Office Agreement"); and (1) the Shareholders shall have entered into that certain Investment Letter pursuant to which it shall make customary investment representations to Holdings in the form set forth in Exhibit D (the "Investment Letter"). Any conditions specified in this Section 5.1 may be waived by Purchasers; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchasers, effective except as of the Closing Date, of each of the officers and directors of the Company and each of its Subsidiariesotherwise provided in Section 9.3.