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

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of each Seller to consummate the transactions to be performed by them hereunder him in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer Parties 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 which case Buyer 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; (iii) Sellers’ Representative no action, suit, or proceeding against Buyer Parties shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or non- U.S. jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or any Transaction Document, (B) cause any of the transactions contemplated by this Agreement or Transaction Document to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer Parties shall have each delivered to Seller a certificate to the effect that each of the conditions specified above in Section 5(b) is satisfied in all respects; (v) Sellers shall have completed their due diligence investigations with respect to Buyer Parties prior to the Due Diligence Date; (vi) Buyer VPM shall have satisfied transferred all assets and rights relating to its Lake Elsinore, CA application, assets, liabilities, business and operations to Sellers or their assign, including but not limited to leases, equipment, entitlements, contracts, licenses and permits (collectively, the payment obligations specified in Section 2(b) above“Lake Elsinore Business”), and directed the Company all such transfers shall be documented in agreements or other documents in form and substance reasonably acceptable to Buyer Parties and otherwise in compliance with Applicable Laws, or entered into agreements for such transfer post-Closing; provided that, Sellers agree to pay all expenses incurred by any Company or Buyer Party relating to the aggregate Option Cancellation Payments pursuant Lake Elsinore Business and its transfer post- Closing, and such agreements regarding transfer shall include agreements that the Lake Elsinore Business shall be held in trust by Buyer and VPM for Sellers’ benefit, and the Lake Elsinore Business shall in no way be a part of Buyer’s or VPM’s assets, liabilities, business or operations; (vii) The Parties shall have (i) entered into a lease agreement for the Chula Vista Property prior to Section 2(f)(ii)the Closing between VPM and Sellers or their Affiliate CSD, and (ii) agreed on procedures for the transfer of the cannabis Permit relating to the Chula Vista Property from an affiliate of Sellers to VPM; (viii) The landlord for the Convoy Court property leased by VPM shall have approved the Purchase and the novation of the lease guaranty by Xxxxxx Xxxxxx with a lease guaranty of Buyer or RWB, or the written agreement of Buyer to indemnify Xxxxxx Xxxxxx for liabilities relating to lease if landlord does not consent to such novation; (ix) Parent shall have delivered to Sellers its interim financial statements for the 3- and 6-month periods ended June 30, 2020; and (viix) all actions to be taken by Buyer shall have delivered Parties in connection with consummation of the transactions contemplated hereby and all items set forth certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSeller. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b5(b) on behalf of if Sellers if Sellers’ Representative executes execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller and Target to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above (as so written, including the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all items respects; (v) the Parties and Target shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(i) and §3(b)(ii) above; (vi) Target shall have entered into the Marketing Agreement; (vii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Section 2(dExhibit B attached hereto, addressed to Seller, and dated as of the Closing Date; (viii) for which Seller shall have received from Buyer is obligated acceptance forms signed by each of the designees of Buyer to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf serve as directors of Sellers if Sellers’ Representative executes a writing Target acknowledging the willingness of each designee to so stating at or prior to the Closing.serve; and

Conditions to Seller’s Obligation. Sellers’ Seller's obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) §4 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its pre-Closing covenants hereunder in all material respects as of and through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects as of and through the Closing; (iii) Sellers’ Representative Seller shall have received an officer’s certificate signed by a duly authorized officer from Buyer duly-executed counterparts of Buyer the agreements with respect to the effect that the conditions set forth Purchase Consideration referred to in Section 7(b)(iclauses (i) and Section 7(b)(ii(ii) have been satisfiedof §2(b) above, with such agreements in each case being in form and substance satisfactory to Seller; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect any injunction, judgment, order, decree, ruling, or change in law, rule or regulation preventing consummation of any of the transactions contemplated by this Agreement; (v) the Board of Directors of Buyer shall have approved the transactions contemplated by this Agreement; and (vi) Buyer shall have satisfied delivered to Seller a certificate to the payment obligations effect that each of the conditions specified above in Section 2(b§7(b)(i)-(v) abovehas been, and directed remains as of the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered Closing Date, satisfied in all items set forth in Section 2(d) for which Buyer is obligated to deliverrespects. Sellers’ Representative Seller may waive any condition specified in this Section §7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating by written notice to such effect delivered in Seller's sole and absolute discretion at or any time prior to or as of the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller's obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) ss.4 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its pre-Closing covenants hereunder in all material respects as of and through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects as of and through the Closing; (iii) Sellers’ Representative Seller shall have received an officer’s certificate signed by a duly authorized officer from Buyer duly-executed counterparts of Buyer the agreements with respect to the effect that the conditions set forth Purchase Consideration referred to in Section 7(b)(iclauses (i) and Section 7(b)(ii(ii) have been satisfiedof ss.2(b) above, with such agreements in each case being in form and substance satisfactory to Seller; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect any injunction, judgment, order, decree, ruling, or change in law, rule or regulation preventing consummation of any of the transactions contemplated by this Agreement; (v) the Board of Directors of Buyer shall have approved the transactions contemplated by this Agreement; and (vi) Buyer shall have satisfied delivered to Seller a certificate to the payment obligations effect that each of the conditions specified above in Section 2(bss.7(b)(i)-(v) abovehas been, and directed remains as of the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered Closing Date, satisfied in all items set forth in Section 2(d) for which Buyer is obligated to deliverrespects. Sellers’ Representative Seller may waive any condition specified in this Section 7(bss.7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating by written notice to such effect delivered in Seller's sole and absolute discretion at or any time prior to or as of the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of each Seller to consummate the transactions to be performed by them hereunder is Unit Purchases and the other Transactions at the Founders Closing are subject to the satisfaction or waiver, at or prior to the Founders Closing, of each of the following conditions (provided, that no Seller may rely on the Closing Date:failure of any condition precedent set forth in this Section 7.3 to be satisfied if such failure was caused by such Seller’s (or any member of such Seller Group’s) failure to comply with its obligations set forth in this Agreement or the Merger Agreement to consummate the Transactions): (ia) receipt of a written notice from Parent, certifying that all the conditions to the obligation of Parent to consummate the Unit Purchases and the other Transactions at the Founders Closing, as set forth in this Section 7, have been satisfied or waived in accordance with this Agreement other than those conditions that by their nature are to be satisfied (Aincluding by delivery of documents) at the Founders Closing; (b) each of the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above 5 shall be true and correct have been accurate in all material respects at and as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to other than any “material” such representations or “materiality” qualification contained in such representation and warranty) with the same force and effect as if warranties made on and as of such date (except for representations and warranties which relate to any other a specific earlier date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder been accurate in all material respects through the Closingas of such earlier date); (iiic) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer all of Buyer to the effect covenants and obligations in this Agreement that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired Parent is required to comply with or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating perform at or prior to the Founders Closing shall have been complied with and performed in all material respects; (d) the Escrow Agreements shall be in full force and effect as of the Founders Closing; and (e) the PCP Amendment shall have been approved and adopted and shall be in full force and effect as of the Founders Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller and Target to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above (as so written, including the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all items respects; (v) the Parties and Target shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(i) and §3(b)(ii) above; (vi) Target shall have entered into the Employment Agreement; (vii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Section 2(dExhibit B attached hereto, addressed to Seller, and dated as of the Closing Date; (viii) for which Seller shall have received from Buyer is obligated acceptance forms signed by each of the designees of Buyer to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf serve as directors of Sellers if Sellers’ Representative executes a writing Target acknowledging the willingness of each designee to so stating at or prior to the Closing.serve; and

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) The average of the closing prices of a share of Buyer Common Stock on the NASDAQ Capital Market for the ten trading days immediately preceding the date that is two business days prior to the Closing Date (Awithout regard to any after-market trading), is not less than $4.50; (ii) The Registration Statement shall have become effective under the Securities Act; (iii) The shares of Buyer Common Stock that will be issued to Seller shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance; (iv) The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iiv) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer 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; (iiivi) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §§7(b)(iv) through 7(b)(vi) is satisfied in all items respects; (viii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Section 2(dExhibit D attached hereto, addressed to Seller, and dated as of the Closing Date; and (ix) for which All actions to be taken by Buyer is obligated in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to delivereffect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section §7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3.2 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer 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,” in which case Buyer 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; (iiic) Sellers’ Representative no action, suit, or proceeding shall have received be pending before any court or quasi- judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered all items set forth to Seller a certificate to the effect that each of the conditions specified above in Section 2(d7.2(a)-(c) for which is satisfied in all respects; (e) Buyer is obligated shall have delivered to deliver. Sellers’ Representative Seller an IRS Form 8023, with attached schedules as required, containing all information required by the IRS with respect to Buyer, and signed by Buyer in accordance with the IRS instructions to such form; (f) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby, including the Transaction Agreements, will be reasonably satisfactory in form and substance to Seller; and Form 8832. (g) Buyer shall have delivered to Seller evidence of its submission of an IRS Seller may waive any condition specified in this Section 7(b) 7.2 on behalf of Sellers Seller if Sellers’ Representative an authorized officer of Seller executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) Article V above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force (other than such representations and effect as if made on warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all material respects only as of such date (date), except for 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 relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect other than such representations and warranties that expressly refer to any “material” or “materiality” qualification contained a specific date, in which case such representation representations and warranty) with the same force warranties shall be true and effect as if made on and correct in all respects only as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) Buyer shall have performed and complied with all of its covenants and agreements 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vc) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered to Securityholders Representative at Closing the following: (i) a certificate to the effect that each of the conditions specified above in clauses (a), (b) and (c) is satisfied in all items set forth respects; (ii) the Closing Cash Payment pursuant to Section 2.02(a); (iii) the Closing Stock Payment pursuant to Section 2.02(b); (iv) the Promissory Notes: and (v) such other documents and instruments as are reasonably required by Securityholders Representative or its counsel; (e) No Buyer Material Adverse Change shall have occurred since the date of this Agreement; (f) The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened in Section 2(dwriting by the SEC and not have been withdrawn; and (g) for which Buyer is obligated All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to deliverconsummate the transactions contemplated hereby shall have been filed, made or obtained, including clearance under the Xxxx-Xxxxx-Xxxxxx Act. Sellers’ Securityholders Representative may waive any condition specified in this Section 7(b) 9.02 on behalf of Sellers if Sellers’ Securityholders Representative executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ ' obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer Both Buyers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case both Buyers shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no suit, action, claim, proceeding or investigation shall be pending before any court or quasi- judicial or administrative agency of any governmental entity in which it is sought to restrain or prohibit consummation of any of the transactions contemplated by this Agreement; (iv) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies required in connection with the consummation of the transactions contemplated by this Agreement (other than any that may be required in respect of liquor licenses and permits), including, if applicable, pursuant to the HSR Act (including the expiration or termination of the applicable waiting periods (and any extensions thereof) under the HSR Act); (v) the Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Sellers from consummating the transactions contemplated herein if Sellers, in their sole discretion, waives the requirement that the Sale Order shall have become a Final Order. No notice of such waiver of this condition or any other condition to the Closing need be given except to Buyers, it being the intention of the Parties that Sellers shall be entitled to, and are not waiving, the protection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of the Sale Order becoming a Final Order; (vi) the relevant Buyer Parties shall have satisfied entered into each of the payment obligations specified Ancillary Agreements; (vii) all actions to be taken by Buyers in Section 2(b) aboveconnection with consummation of the transactions contemplated hereby and all certificates, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Sellers; and (viiviii) Subject to Section 5(g), the Closing in respect of the Tango Acquired Stores and the JBC Acquired Stores shall occur concurrently and, to the extent that Sellers waive such condition and agree to close the transactions contemplated herein with the JBC Buyer Group, Sellers shall have delivered all items set forth enter into a brand license agreement substantially in Section 2(d) for which Buyer is obligated to deliverthe form of Exhibit F attached hereto). Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller's obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) Article 5 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term "material" or "Material") above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer 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 which case Buyer 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; (iiic) Sellers’ Representative no action, suit, or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vid) Buyer shall have satisfied the payment obligations procured any required consent of its lenders, debt-holders or other third-party consents specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andSchedule 5.3; (viie) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7.2(a) through (d) is satisfied in all items respects; (f) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Section 2(dExhibit E attached hereto, addressed to Seller and on which Seller shall be entitled to rely, and dated as of the Closing Date; (g) for Seller shall have received copies of the certificate of good standing of Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Buyer's organization and of each jurisdiction in which Buyer is obligated qualified to deliverdo business; (h) Seller shall have received a certificate of the Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, certifying as to: (i) the Organizational Documents of Buyer, (ii) the resolutions of the Board of Directors of Buyer approving the Agreement, the Ancillary Agreements, and the Contemplated Transactions, and (iv) incumbency and signatures of the officers of the Buyer executing this Agreement and the Ancillary Agreements; (i) Buyer shall have executed the Ancillary Agreements and delivered them to the respective parties thereto; and (j) all actions to be taken by Buyer in connection with consummation of the Contemplated Transaction and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative 7.2if it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date Closing Date immediately before the Closing (except to the extent expressly made as of this Agreement an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except to the extent that the facts or matters as to which such representations and warranties are not so true and correct as of the Closing Date (without giving effect to any qualifications and limitations as to “materialmateriality” or “materialitymaterial adverse effect” qualification contained set forth therein) would not, individually or in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific dateaggregate, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, have or would not reasonably be expected to have, have a material and adverse impact effect on the ability of Buyer to timely consummate perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of the Transaction and the other transactions contemplated herebyby this Agreement, including the Financing; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing required by this Agreement to be performed or complied with by Buyer by the time of Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order Judgment in effect preventing consummation of any of the transactions contemplated by this Agreement and no action, suit, claim or proceeding shall be pending that would reasonably be expected to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered all items set forth in Section 2(d) for which to Parent a certificate executed by an authorized officer of Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closingeffect that each of the conditions specified above in Sections 7(b)(i) and (ii) is satisfied in all respects; and (v) all applicable waiting periods (and any extensions thereof) or required approvals, authorizations or consents under the Xxxx-Xxxxx-Xxxxxx Act or any material Foreign Merger Control Law shall have expired, been obtained or otherwise been terminated, as applicable.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to contemplated herein shall be performed by them hereunder is subject to satisfaction the fulfillment of all of the following conditions on or prior to the Closing Date: (ia) (A) Each representation and warranty made by Purchaser and the representations Principals in this Agreement shall have been true and warranties of Buyer set forth correct in Section 3(b)(i), Section 3(b)(ii), all material respects when made and Section 3(b)(iv) above shall be true and correct in all material respects at on and as of the date of this Agreement and the Closing Date with the same force and effect as if though such representation and warranty had been made on and as of such date the Closing Date. (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (Bb) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement Purchaser and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer Principals shall have performed and complied with all of its covenants hereunder and performed in all material respects through all of their respective agreements, covenants and obligations contained in this Agreement that are to be performed by Purchaser and the Closing;Principals on or before the Closing Date, including, without limitation, all obligations that Purchaser and the Principals would be required to perform at the Closing if the transactions contemplated herein were consummated. (iiic) Sellers’ Representative Purchaser shall have received delivered to Seller immediately available federal funds in an officer’s certificate signed by a duly authorized officer of Buyer amount equal to the effect that Purchase Price, as adjusted in accordance with Section 3.2(b). (d) All documents, instruments and agreements required to be executed and delivered by Purchaser, the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) Principals or third parties at the Closing as contemplated herein shall have been satisfied;duly executed and delivered. (ive) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act No suit, proceeding or investigation shall have expired been commenced or otherwise been terminated; (v) there shall not be threatened by any Law governmental authority or Order in effect preventing third party on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of any of the transactions contemplated by this Agreement;herein; and no decree, order, injunction or other decision of any court, arbitrator, governmental authority, or administrative agency restraining, enjoining or otherwise preventing the consummation of the transactions contemplated herein shall be in effect. (vif) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer Purchaser shall have delivered all items set forth to Seller the written opinion of Quarxxx & Xradx Xxxxxxx Xxxg XXX, counsel to Purchaser, dated as of the Closing Date, in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to substantially the Closingform attached as Exhibit 7.1(f).

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) §4 above shall be true and correct in all respects at and as of the date of this Agreement Closing Date, except to the extent that such representations and warranties are qualified by the Closing Date term ‘‘material,’’ or contain terms such as ‘‘Material Adverse Effect’’ or ‘‘Material Adverse Change,’’ in which case such representations and warranties (without giving effect to any “as so written, including the term ‘‘material” ’’ or “materiality” qualification contained ‘‘Material’’) shall be true and correct in such representation and warranty) with the same force and effect as if made on all respects at and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyClosing Date; (ii) This Agreement shall have been approved by the Requisite Stockholder Approval; (iii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (viv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §6(b)(i)–(iii) is satisfied the payment obligations specified in Section 2(ball respects; (vi) Seller and Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(c) and §4(c) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) All actions to be taken by Buyer shall have delivered in connection with consummation of the transactions contemplated hereby and all items set forth certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b§6(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of the Sellers to consummate the transactions to be performed by them hereunder Transactions at the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i)this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, Section 3(b)(ii)except (i) to the extent such representations and warranties speak as of another date, in which case such representations and Section 3(b)(iv) above warranties shall be true and correct in all material respects at as of such other date, (ii) for any immaterial failure of any representation or warranty to be true and correct as of the date of this Agreement and (iii) where the Closing Date with the same force and effect as if made on and as failure of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not hadas of the Closing Date would not, individually or would not in the aggregate, reasonably be expected to have, result in a material and adverse impact effect on the ability of Buyer to timely consummate the transactions contemplated herebyTransactions; and Seller shall have received a certificate of Buyer’s Chief Executive Officer, Chief Financial Officer or Chief Operating Officer to the effect that the condition in this Section 6.3(a) has been satisfied; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, and Parent shall have received a certificate of Buyer’s Chief Executive Officer, Chief Financial Officer or Chief Operating Officer to such effect; (c) The Sale Order (i) has been entered by the Bankruptcy Court, (ii) has not been vacated, reversed, modified, or stayed, and (iii) Sellers’ Representative shall have received an officer’s certificate signed by includes a duly authorized officer of finding that Buyer is purchasing the Acquired Assets in good faith and is entitled to the effect that the conditions set forth in protections of Bankruptcy Code Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii363(m); and (viid) Buyer Parent shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverreceived the Assignment Agreement, duly executed by Buyer. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 6.3 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. The Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3 above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with except to the same force and effect as if made on and as of extent that any such date (except for representations and warranties are qualified by terms such as “material”, in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) the Buyer 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 terms such as “material”, in which case the Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Sellers shall have received the Initial Cash Payment, the $40,000 payment referred to in Section 2(g)(i)(A)(iii), and the Letter of Credit; (v) the Parties shall have duly executed the Xxxx of Sale and the Assumption Agreement, which shall be in full force and effect; (vi) Buyer the Bankruptcy Court shall have satisfied entered the payment obligations specified in Section 2(b) aboveSale Order, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andsuch order shall not have been rescinded, reversed, modified or stayed; (vii) Buyer that certain settlement agreement and release by and among Sellers, the Official Committee of Unsecured Creditors of Sellers, the members of such Committee identified therein, and Harbinger Capital Partners Master Fund I, Ltd., shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverbeen entered into by such parties and filed with the Bankruptcy Court. Sellers’ Representative The Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, the Closing Date with except to the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term "material" or "Material") above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative Buyer shall have received an officer’s delivered to Seller a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(i§7(b)(i)-(iii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act Buyer shall have expired or otherwise been terminated;completed the payment to the creditors who have assigned their indebtedness in accordance with this Agreement. (v) there Seller shall not have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Seller, and dated as of the Closing Date; and (vi) all actions to be any Law or Order taken by Buyer in effect preventing connection with consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) abovehereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section §7(b) on behalf of Sellers if Sellers’ Representative he executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation Seller’s obligations to consummate the transactions to be performed by them hereunder is in connection with the Closing are subject to satisfaction of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3.2 above shall be true and correct in all material respects at respects, as though such representations and warranties had been made by Buyer on and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all agreements, obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the ClosingClosing Date, including, without limitation, Buyer’s obligation to deliver the Closing Date Cash Consideration and the Parent Common Stock pursuant to Section 2.2(a) of this Agreement; (iiic) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement or any action, suit or proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered all items set forth to Seller a certificate to the effect that each of the conditions specified above in Section 2(d7.2(a) for which — (c) is satisfied; (e) Buyer is obligated shall have delivered to deliver. Sellers’ Representative Seller a certificate from the Secretary of Buyer, dated as of the Closing Date, attaching and certifying the organizational documents and resolutions of Buyer approving of the transactions contemplated by this Agreement; (f) The Parties and the Company shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Schedule 5.2; Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 7.2 if Sellers’ Representative Seller executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The Seller’s obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Date:conditions (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) GALAC shall immediately prior to the Closing, have declared and paid to Seller a dividend equal to an amount such that GALAC’s remaining statutory capital equals the capital deposits required by the state insurance department at Closing (the “Dividend Amount”); (vi) all actions to be taken by Buyer shall have satisfied in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers Seller if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. The Sellers’ ' obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(ivss.3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) the Buyer 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 terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have received an officer’s delivered to Sellers a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(iss.7(b)(i)-(iii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (ivv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vterminated and] the Parties and Target shall have received all [other] material authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreementabove; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company delivered to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Sellers Buyer shall have delivered all items Notes as set forth in Section 2(dss.2(b) for which Buyer is obligated and certificates of stock representing the stock being transferred to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf Sellers as part of Sellers if Sellers’ Representative executes a writing so stating at or prior the Purchase Price pursuant to the Closingss.2(b).

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, the Closing Date with except to the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term ‘‘material,’’ or contain terms such as ‘‘Material Adverse Effect’’ or ‘‘Material Adverse Change,’’ in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term ‘‘material,’’ ‘‘Material Adverse Effect’’ or ‘‘Material Adverse Change’’) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer shall have performed and complied with all of such covenants (as so written, including the term ‘‘material,’’ ‘‘Material Adverse Effect’’ or ‘‘Material Adverse Change’’) in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received been commenced by any Governmental Authority of any federal, state, local, or non-U.S. jurisdiction wherein an officer’s certificate signed unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by a duly authorized officer this Agreement or (B) cause any of Buyer the transactions contemplated by this Agreement to the effect that the conditions set forth be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedeffect); (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act no statute, rule, regulation, order, decree or injunction shall have expired been enacted, entered, promulgated or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing enforced by a Governmental Authority that prohibits the consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(ii) is satisfied in all items respects; (vi) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Section 2(dExhibit C attached hereto, addressed to Seller, and dated as of the Closing Date; (vii) for which all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Seller; and (viii) Seller shall have received from Buyer a duly executed Qualified Institutional Buyer Certificate in the form attached hereto as Exhibit D confirming that Buyer is obligated to delivera Qualified Institutional Buyer. Sellers’ Representative Seller may waive any condition specified in this Section §7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) Article V above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force (other than such representations and effect as if made on warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all material respects only as of such date (date), except for 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 relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect other than such representations and warranties that expressly refer to any “material” or “materiality” qualification contained a specific date, in which case such representation representations and warranty) with the same force warranties shall be true and effect as if made on and correct in all respects only as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) Buyer shall have performed and complied with all of its covenants and agreements 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vc) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) Buyer shall have paid the Unadjusted Purchase Price as provided in Section 2(b); (ii) Buyer shall have delivered to Sellers the instruments and documents referred to in Section 2(d); (iii) The Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies set forth on Schedule 7(b) attached hereto; (iv) Buyer shall have delivered to Sellers the Escrow Agreement executed by Buyer and Escrow Agent; (v) Buyer shall have delivered to Sellers the Employment Agreement executed by Buyer; (vi) Buyer shall have delivered to Sellers the Consulting Agreement executed by Buyer; (vii) Buyer shall have delivered to Sellers copies of the charter or other organizational document of Buyer certified on or soon before the Closing Date by the Secretary of State of Buyer’s organization; (viii) Buyer shall have delivered to Sellers copies of the certificate of good standing of Buyer issued on or soon before the Closing Date by the Secretary of State of the State of Buyer’s state of organization; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to: (A) no amendments to the charter or other organizational document of Buyer since the date specified in clause (vii) above; (B) the bylaws or limited liability company agreement of Buyer; and (C) any resolutions of the directors or managers of Buyer relating to this Agreement and the transactions contemplated hereby; (x) The representations and warranties of Buyer set forth contained in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above this Agreement shall be true and correct in all material respects at respects, on and as of the date of this Agreement and the Closing Date Date, with the same force and effect as if though made on and as of such date the Closing Date (except for representations and warranties which relate to any other specific the extent expressly made as of an earlier date, the accuracy of in which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects case at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct true, individually or in the aggregate, has not had, or had and would not reasonably be expected to have, result in a material and adverse impact effect on the ability assets, properties, business, operations or condition (financial or otherwise) of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer. Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;Closing Date. Buyer shall have delivered to Sellers a certificate, dated the Closing Date, to the foregoing effect; and (iiixi) Sellers’ Representative Since the date of this Agreement, no action, suit or proceeding shall have received an officer’s certificate signed been instituted by a duly authorized officer of Buyer any governmental or regulatory body to restrain, modify or prevent the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any carrying out of the transactions contemplated by this Agreement; Agreement or to seek damages or a discovery order in connection with such transactions, or which has or would reasonably be expected to have a materially adverse effect on the assets, properties, business, operations or condition (vifinancial or otherwise) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverof Buyer. Sellers’ Seller Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation The obligations of Seller to consummate the closing of the transactions to be performed by them hereunder is contemplated in this Agreement are subject to satisfaction the satisfaction, at or before the Closing, of the following conditions on the Closing Dateset forth in this Section 6.2: (ia) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) there shall be no Proceeding pending or threatened before any Governmental Authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part, and no Order with respect thereto shall be in effect; (c) (Ai) the representations and warranties of Buyer set forth contained in Section 3(b)(i), Section 3(b)(ii), Article 5 that are qualified by materiality shall be true and Section 3(b)(iv) above correct in all respects and the representations and warranties of Buyer contained in Article 5 that are not so qualified shall be true and correct in all material respects at (other than the representations and warranties contained in Sections 5.1 Organization; Authority, and 5.2 Execution and Delivery; Enforceability, which representations and warranties shall be true and correct in all respects), in each case, as if such representations and warranties were made as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (except for other than those representations and warranties which relate to any other made as of a specific date, the accuracy of which shall be determined on so true and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be correct or so true and correct in all respects at and material respects, as the case may be, as of such date or as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific dateAgreement, the accuracy of which shall be determined on and as of that specified daterespectively), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; ; (ii) Buyer shall have performed and complied with all of its covenants hereunder or caused to have been performed in all material respects through all of the covenants and agreements required by this Agreement to be performed by Buyer prior to the Closing; ; and (iii) Sellers’ Representative Seller shall have received an officer’s a certificate signed by a duly authorized officer stating that each of Buyer to the effect that the conditions set forth specified above in Section 7(b)(iclauses (i) and Section 7(b)(ii(ii) have been is satisfied; (ivd) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act Buyer shall have expired or otherwise been terminateddelivered to the Seller’s Account the Estimated Purchase Price in accordance with Section 2.3; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vie) Buyer shall have satisfied the payment obligations specified Repaid Closing Indebtedness in accordance with Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)2.3; and (viif) Buyer Seller shall have delivered all items set forth received the following: (i) a certificate of good standing as of the most recent practicable date from the Secretary of State where Buyer is incorporated; (ii) the certificate described in Section 2(d6.2(c)(iii); (iii) for which Buyer is obligated a copy of an amendment to deliverthe articles of incorporation of the Company changing the corporate name of the Company to one not including the words “Invacare,” “ISG” or any variant thereof to be duly filed with the Secretary of State of the Commonwealth of Massachusetts in connection with the Closing on the Closing Date; and (iv) a duly executed counterpart to the Transition Services Agreement from the Company. Sellers’ Representative may waive any condition specified in Any agreement or document to be delivered to Seller pursuant to this Section 7(b) on behalf 6.2, the form of Sellers if Sellers’ Representative executes a writing so stating at or prior which is not attached to the Closingthis Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Seller.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section §3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any limitation as to “materialmateriality,” “Material Adverse Effect,” “Material Adverse Change,” or “materiality” qualification contained in such representation and warrantywords to similar effect set forth therein) with the same force and effect as if made on at and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on Closing Date as though made at and as of that specified the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except where the failure of such representation and warranty to be so true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect,” “Material Adverse Change,” or words to similar effect set forth therein) has not had, or and would not reasonably be expected to have, individually and not in the aggregate, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyMaterial Adverse Effect; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Buyer shall have received an officer’s delivered to Seller a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified in Section 7(b)(i§7(b)(i)-(iii) and Section 7(b)(ii) have been satisfied;above is satisfied in all respects; and (ivv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of terminated and the transactions contemplated by this Agreement; (vi) Buyer Parties, Target, and Target’s Subsidiaries shall have satisfied the payment obligations specified received all authorizations, consents, and approvals of Governmental Authorities referred to in Section 2(b§3(a)(ii), §3(b)(ii), and §4(c) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article 4 hereof shall be true and correct in all material respects at and as of the date of this Agreement Closing as though then made and as though the Closing Date with the same force and effect as if made on and as of such date (except was substituted for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in throughout such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebywarranties; (iib) Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (iiic) Sellers’ Representative all governmental filings, authorizations and approvals, if any, that are required for the consummation of the transactions contemplated hereby (to the extent not waived by Purchaser) shall have received an officer’s certificate signed by a been duly authorized officer of Buyer made and obtained on terms and conditions reasonably satisfactory to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedSeller; (ivd) all applicable waiting periods (no action or proceeding before any court or government body shall be pending or threatened which, in the judgment of Seller, made in good faith and any extensions thereof) under upon the Xxxx-Xxxxx-Xxxxxx Act 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 have expired result in a judgment, decree or otherwise been terminated; (v) there shall not be any Law order which would prevent the carrying out of this Agreement or Order in effect preventing consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this AgreementAgreement or cause such transactions to be rescinded; (vie) Buyer on or before March 11, 1998, the Board of Directors of Seller shall have satisfied approved this Agreement and the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)transactions contemplated hereby; and (viif) Buyer Seller and Purchaser shall have delivered all items set forth entered into the Bentonite Supply Contract and the Traditional Supply Contract, in Section 2(d) for which Buyer is obligated each case in form and substance reasonably satisfactory to deliverSeller. Sellers’ Representative may waive any Any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes 7.1 may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing so stating at or prior to the executed by Seller (except as otherwise provided in Section 10.3 upon Closing).

Conditions to Seller’s Obligation. The Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative shall have received no Action wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered all items set forth to Sellers a certificate to the effect that each of the conditions specified above in Section 2(d7(b)(i)-(iii) for which Buyer is obligated satisfied in all respects; and (v) the Parties, and Targets shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to deliverin Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above. Sellers’ Representative Agent may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The Seller’s obligation to consummate effect the transactions to Closing shall be performed by them hereunder is subject to satisfaction the fulfillment (or express written waiver by the Seller), at or prior to the Closing, of each of the following conditions on the Closing Dateadditional conditions: (ia) (A) Except to the extent any failure has not resulted in or would not reasonably be expected to result in a Material Adverse Effect, each of the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above the Purchaser contained herein shall be true and correct in all material respects at on and as of the date of this Agreement and the Closing Date Date, with the same force and effect as if though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such date (except for representations and warranties which relate to any other specific representation or warranty is expressly made as of a specified date, in which case the accuracy of which such representation or warranty shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative . The Seller shall have received an officer’s a certificate of the Purchaser to such effect signed by a duly authorized officer of Buyer thereof. (b) The covenants contained in this Agreement to be complied with by the effect that Purchaser on or before the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) Closing shall have been satisfied;complied with and not been breached in any material respect. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof. (ivc) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act The Purchaser shall have expired or otherwise been terminated;paid and delivered the Purchase Price. (vd) there The Sale Order shall have been entered and not be any Law or Order in effect preventing consummation the subject of any stay or injunction and a plan of liquidation for the transactions contemplated by this Agreement;Seller shall have been confirmed. (vie) Buyer The Transfer Agreement Closing shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andoccurred. (viif) Buyer The Purchaser shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior the replacement Credit Support Arrangements to the Closingrelevant beneficiary or counterparty as contemplated by clause (a) of Section 5.10. (g) All consents contemplated by the Settlement Agreement shall have been obtained.

Conditions to Seller’s Obligation. Sellers’ obligation obligations to consummate the transactions to be performed by any of them hereunder is in connection with the Closing are subject to satisfaction of each of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above ARTICLE V shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect Date, as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) Buyer The ITI Entities 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 terms such as “material,” in which case the ITI Entities shall have performed and complied with all of such covenants in all respects through the Closing; (iiic) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, Order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vid) Buyer The ITI Entities shall have satisfied delivered to Sellers certificates duly executed by authorized representatives to the payment obligations effect that each of the conditions specified in Section 2(b8.2(a) aboveand Section 8.2(b) are satisfied in all respects; (e) The ITI Entities shall have delivered to Sellers the Assignment Agreement, evidencing the acceptance of the Purchased Assets and directed the Company assumption of the Assumed Liabilities by the ITI Entities; (f) The ITI Entities shall have delivered to pay Sellers the aggregate Option Cancellation Payments pursuant Transaction Documents, duly executed by the applicable ITI Entity; (g) The ITI Entities shall have delivered the Purchase Price to Section 2(f)(ii)Sellers and the Escrowed Purchase Price to the Escrow Agent; (h) The ITI Entities shall have executed and delivered to Sellers certificates as to: (i) resolutions embodying all corporate or limited liability company actions taken by and on behalf of the ITI Entities to authorize the execution, delivery and performance of this Agreement; and (ii) the incumbency of each officer signing this Agreement or any agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of the ITI Entities; and (viii) Buyer The Consent of each Relevant Competition Authority shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverbeen obtained. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers 8.2 if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Each of the Sellers’ ' obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 0 above shall be true and correct in all material respects as of the date hereof and at and as of the date of this Agreement and Closing Date immediately before the Closing Date with (except to the same force extent expressly made as of an earlier date, in which case such representations and effect as if made on warranties shall be true and correct as of such date (earlier date), except for that representations and warranties which relate to any other specific datequalified by the term "material," or that contain terms such as "Material Adverse Effect" or "Material Adverse Change" (as so written, including the accuracy of which shall be determined on and as of that specified dateterm "material" or "Material"), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects as of the date hereof and at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as "material" and "Material Adverse Effect," in which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement and no action, suit, claim or proceeding shall be pending that would reasonably be expected to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have delivered to Seller a certificate executed by an authorized officer of Buyer to the effect that each of the conditions specified above in Sections 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) or required approvals, authorizations or consents under the Hxxx-Xxxxx-Xxxxxx Act or any similar applicable law under any foreign jurisdiction or Foreign Authority shall have expired, been obtained or otherwise been terminated, as applicable; (vi) Buyer the Parties and the Target Companies and their Subsidiaries shall have satisfied obtained each third party consent where the payment obligations specified in Section 2(b) above, and directed the Company failure to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andobtain such consent would individually have a Material Adverse Effect; (vii) Buyer shall have delivered to Seller an executed counterpart to the Copenhagen Facility Lease Agreement; (viii) Buyer shall have delivered to Seller an executed counterpart to the Copenhagen Facility Toll Manufacturing Agreement; (ix) Buyer shall have delivered to Seller an executed counterpart to the Sxxxxx Lease Agreement; (x) Buyer shall have delivered to Seller an executed counterpart to the Exxxxxxxx Shared Facility Agreement; (xi) Buyer shall have delivered to Seller an executed counterpart to the Piscataway Shared Facility Agreement; (xii) Buyer shall have delivered to Seller an executed counterpart to the Exxxxxxxx Facility Toll Manufacturing Agreement; (xiii) Buyer shall have delivered to Seller an executed counterpart to the API Supply Agreement; (xiv) Buyer shall have delivered to Seller an executed counterpart to the Vancomycin Distribution Agreements; (xv) Buyer shall have delivered to Seller an executed counterpart to the IT Transition Services Agreement; (xvi) Buyer shall have delivered to Seller an executed counterpart to the Trademark License Agreement; (xvii) Buyer shall have delivered to Seller an executed counterpart to the Branded Pharmaceuticals Distribution Agreement; (xviii) Buyer shall have delivered to Seller an executed counterpart to the Administrative Services Agreement; (xix) Buyer shall have delivered to Seller an executed counterpart to the Parmed Supply Agreement; (xx) Buyer shall have delivered to Seller an executed counterpart to the Animal Health Supply and Distribution Agreement; (xxi) Buyer shall have delivered to Seller executed counterparts to the Finance Support Agreements; (xxii) Seller shall have received from Dxxxx Xxxxxxxxxx LLP (solely as to U.S. matters) and outside foreign counsel to Buyer, opinions in form and substance customary for transactions similar to the transactions contemplated hereby and reasonably acceptable to Seller, addressed to Seller, and dated as of the Closing Date; (xxiii) Buyer shall have executed and delivered the IRS Form 8023 making the Section 338(h)(10) Election for Alpharma USPD, Inc.; and (xxiv) all items set forth actions to be taken by Buyer in Section 2(d) for which Buyer is obligated connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to delivereffect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 00 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The Seller’s obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above (as so written, including the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have received an officer’s delivered to Seller a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(i§7(b)(i)-(iii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (ivv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vterminated and the Parties, HOST, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), and §4(c) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreementabove; (vi) Buyer shall have satisfied delivered to Seller a copy of an Internal Revenue Service Form 8023 (and a copy of any equivalent forms required under state or local tax law) with respect to the payment obligations sale of the stock of HOST hereunder, duly executed by an authorized representative of Buyer; (vii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller; (viii) Seller, Parent, Buyer and the Escrow Agent will have executed and delivered Indemnification Escrow Agreement, substantially in the form attached hereto as Exhibit B, and such agreement shall be in full force and effect; (ix) Seller, Parent, Buyer and the Escrow Agent will have executed and delivered the Adjustment Escrow Agreement, substantially in the form attached hereto as Exhibit C, and such agreement shall be in full force and effect; (x) Host and its Subsidiaries shall have procured all of the third party consents specified in Section 2(b§4(c) aboveabove (provided, and directed however, that this shall not be a condition to Seller’s obligation to close if the Company Buyer waives any breach of this Agreement arising out of the failure or inability to pay obtain such consents by the aggregate Option Cancellation Payments Closing); (xi) If a Buyer Election or Parent Election has been made pursuant to Section 2(f)(iiand subject to the terms of §5(k)(iv)(A) and §5(k)(iv)(B), Stockholder Approval shall have been obtained; (xii) Seller shall have received satisfactory evidence of the Lenders’ Consent; (xiii) HOST’s benefits and obligations under the Flexible Premium Adjustable Life Insurance Policies for each of Xxxxxxx X. Xxxxxx (Policy #C6709482) and Xxxxxxx Xxxxx Host (Policy #C6709529) shall have been assigned to Parent, or the Buyer shall have agreed to cause the transfer of such benefits and obligations following the Closing; and (viixiv) Parent and Buyer will have executed and delivered the Transition Services Agreement substantially in the form attached hereto as Exhibit D, and such agreement shall have delivered all items set forth be in Section 2(d) for which Buyer is obligated to deliverfull force and effect. Sellers’ Representative Seller may waive any condition specified in this Section §7(b) on behalf of Sellers Seller if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for those representations and warranties qualified by “material,” which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects respects) at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects (other than those covenants contained in Section 2(e) which shall have been complied with in all respects) through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Seller a certificate, executed by an authorized officer of Buyer, to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) Seller and Buyer shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (vi) the Buyer and the Seller shall have satisfied entered into each of the payment obligations specified Transition Services Agreement, Patent License Agreement, the Overstock Inventory Agreement and the Trademark License Agreement and all of the same shall be in Section 2(bfull force and effect; (vii) aboveSeller shall have received from counsel and local counsel to Buyer opinions in form and substance as set forth in Exhibit F attached hereto, addressed to Seller and dated as of the Closing Date; (viii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay Seller; (ix) the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)execution, delivery and performance of this Agreement, and all other related matters, shall have been approved by the Boards of Directors of Seller and of Blyth; and (viix) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated paid the Purchase Price to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder Transactions is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the The representations and warranties of Buyer Parent, Buyer, and Merger Sub set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Parent, Buyer, and Merger Sub shall have performed and complied in all material respects with all of their covenants hereunder that are required to be performed or complied with at or prior to 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 which case Buyer shall have performed and complied with all of its such covenants hereunder (as so written, including the term “material” or “Material”) in all material respects through the Closing; (iii) Sellers’ Representative The Parties shall have received an officer’s certificate signed by a duly authorized officer obtained all regulatory approvals necessary to consummate the Transactions, including, without limitation, approval from the CCC and such other Governmental Authorities as may be required to transfer ownership of Buyer NRM and the Companies with the Cannabis Licenses and all other Permits to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedBuyer; (iv) all applicable waiting periods No Claim involving Parent, Buyer, or Merger Sub shall be pending or threatened in writing before any Governmental Authority, arbitrator or mediator wherein an unfavorable Order would: (A) prevent consummation of any of the Transactions or any part thereof, (B) cause any element of the Transactions or any part thereof to be rescinded following consummation (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act no such Order shall have expired or otherwise been terminatedbe in effect); (v) there No Governmental Authority shall not be have enacted, issued, promulgated, enforced or entered any Law or Order which is in effect preventing consummation and has the effect of any of making the transactions Transactions contemplated by this AgreementAgreement illegal (excepting illegality arising out of the Federal Cannabis Laws), restraining or prohibiting consummation of the Transactions or any portion thereof or causing the Transactions or any portion thereof to be rescinded following consummation; (vi) Buyer shall have satisfied delivered to Seller a certificate to the payment obligations effect that each of the conditions specified above in Section 2(b9(b)(i), Section 9(b)(ii) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and9(b)(iv) are satisfied in all respects; (vii) Buyer shall have delivered all items set forth in Section 2(dpaid the Merger Cash Consideration and the Company Interest Purchase Consideration to Seller; (viii) for which Buyer is obligated Buyer, NRM and Valiant shall have jointly issued the Note to deliver. Sellers’ Representative may waive any condition specified in this Section 7(bSeller; (ix) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior Parent shall have issued the Merger Stock Consideration to the Closing.Seller; and

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction satisfaction, on or prior to the Closing Date, of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in §6(b)(i)-(iii) is satisfied in all items respects; (v) the Parties and the Companies shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), and §4(c) above; (vi) the relevant parties shall have entered into all the Ancillary Agreements and the same shall be in full force and effect; (vii) Expofrut shall have received any and all receivables (including, without limitation, trade account receivables) remaining in the possession or control of the Companies as of the Closing Date other than those not capable of being transferred as of the Closing Date; (viii) Expofrut shall have received any and all of the issued and outstanding shares of Banamayal and El Retén owned by the Companies; (ix) Expofrut shall have received any and all of the issued and outstanding shares of CLC owned by Banadex; (x) El Retiro shall have assigned all of its lessee rights and delegated all of its lessee obligations under its lease with Fagrasas to Banamayal; (xi) Sellers shall have received from counsel to Buyer opinions in form and substance as set forth in Section 2(dExhibit 45 attached hereto, addressed to Sellers, and dated as of the Closing Date; (xii) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, certifying as to (i) the resolutions of the Board of Directors (or an authorized committee thereof) of Buyer authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement or any other agreement contemplated by this Agreement; (xiii) all Excluded Assets shall have been transferred out of the Companies and shall have been assigned to Expofrut or other Affiliates of CBII and all contracts (written or unwritten) and commercial relationships between the Companies, CBII and its Affiliates shall have been terminated, except as otherwise contemplated herein; (xiv) Buyer shall have delivered to Sellers a duly executed waiver, reasonably acceptable to Sellers, whereby Banadex, El Retiro and CFS waive any claim and all rights arising from past relationships with any CBII Affiliate or Subsidiary, including, but not limited to, intellectual property rights and banana selling rights; except for rights intended to survive the Closing pursuant to the Ancillary Agreements; (xv) all actions to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers; (xvi) there shall not be outstanding, threatened, instituted or pending any action, proceeding or investigation by any governmental entity which seeks to challenge or make illegal, or in which the possibility has been raised and not withdrawn of an action or proceeding which seeks to challenge or make illegal, any of the transactions contemplated by this Agreement or any of the other agreements referred to herein; and (xvii) Buyer is obligated shall have delivered to deliverSellers a duly executed waiver, reasonably acceptable to Sellers, whereby Banadex, El Retiro and CFS waive any and all claims against each director, officer or employee signing any agreement or document on behalf of Banadex, El Retiro or CFS arising from the execution of any and all Ancillary Agreements or any other document expressly contemplated or required by the terms of this Agreement. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b§6(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) Article V above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force (other than such representations and effect as if made on warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all material respects only as of such date (date), except for 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 relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect other than such representations and warranties that expressly refer to any “material” or “materiality” qualification contained a specific date, in which case such representation representations and warranty) with the same force warranties shall be true and effect as if made on and correct in all respects only as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) Buyer shall have performed and complied with all of its covenants and agreements 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vc) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered to Securityholders Representative at Closing the following: (i) a certificate to the effect that each of the conditions specified above in clauses (a), (b) and (c) is satisfied in all items set forth in respects; (ii) the Closing Cash Payment pursuant to Section 2(d2.02(a); (iii) for which the Closing Stock Payment pursuant to Section 2.02(b); (iv) the Promissory Notes: and (v) such other documents and instruments as are reasonably required by Securityholders Representative or its counsel; (e) No Buyer is obligated Material Adverse Change shall have occurred since the date of this Agreement; and (f) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to deliverconsummate the transactions contemplated hereby shall have been filed, made or obtained, including clearance under the Xxxx-Xxxxx-Xxxxxx Act. Sellers’ Securityholders Representative may waive any condition specified in this Section 7(b) 9.02 on behalf of Sellers if Sellers’ Securityholders Representative executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to the satisfaction of the following conditions on as of the Closing DateClosing: (ia) (A) the The representations and warranties of made by Buyer set forth in Section 3(b)(i), Section 3(b)(ii), this Agreement and Section 3(b)(iv) above in any certificate delivered by Buyer pursuant hereto shall be true and correct in all material respects as of the date hereof and at and as of the date of this Agreement Closing Date as though then made and as though the Closing Date with the same force and effect as if made on and as of such date (except was substituted for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in throughout such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebywarranties; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through all the Closingcovenants and agreements required to be performed by Buyer under this Agreement on or prior to the Closing Date; (iiic) Sellers’ Representative No suit, action or other proceeding shall have received be pending before any court or governmental or regulatory official, body or authority wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree or ruling would (i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this Agreement, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree or ruling shall be in effect; (vid) Buyer The Effective Time shall have satisfied occurred, as defined in the payment obligations specified in Section 2(b) aboveMerger Agreement, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer all other actions shall have occurred to consummate the merger between Seller's subsidiary and i2 Telecom; and All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to be delivered all items set forth by Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSeller. Sellers’ Representative may waive any Any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a 2.2 may be waived only in writing so stating at or prior to by Seller and specifying in reasonable detail the Closingprovision being waived.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the First Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be true and correct at and as of the date hereof and true and correct in all material respects at and as of the date of this Agreement and First Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material”, “Material Adverse Change” and “Material Adverse Effect”, in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the First Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer no action, suit, or proceeding shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; be pending or threatened before any court or Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (iiiA) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 5(b)(i) and (ii) is satisfied in all items respects; (iv) Seller and Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (v) Seller and Buyer shall have executed and delivered the Cross-License Agreement in the form set forth on Exhibit F attached hereto; and (vi) all actions to be taken by Buyer in Section 2(d) for which Buyer is obligated connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to delivereffect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b5(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the First Closing.

Conditions to Seller’s Obligation. The Sellers’ ' obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) the Buyer 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 terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Buyer shall have received an officer’s delivered to Sellers a certificate signed by a duly an authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(i7(b)(i)-(iii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (ivv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vterminated and the Parties, Target, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) there above and no such authorization, consent or approval shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreementhave been revoked; (vi) Buyer Sellers shall have satisfied received from counsel to Buyer an opinion reasonably acceptable in form and substance to Sellers' Representative addressing the payment obligations specified matters set forth in Section 2(b) aboveExhibit F attached hereto, addressed to Sellers, and directed dated as of the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Closing Date; and (vii) all actions to be taken by Buyer shall have delivered in connection with consummation of the transactions contemplated hereby and all items set forth certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverRequisite Sellers. Sellers’ Representative Requisite Sellers may waive any condition specified in this Section 7(b) on behalf of all Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vi) all actions to be taken by Buyer shall have satisfied in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverRequisite Sellers. Sellers’ Representative The Requisite Sellers may waive any condition specified in this Section 7(b) on behalf of all Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vi) all actions to be taken by Buyer shall have satisfied in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Sellers; and (vii) Buyer and Sellers shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverentered into the Registration Rights Agreement. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closingclosing.

Conditions to Seller’s Obligation. The Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i)3(b)(ii) above shall be true and correct in all respects at and as of the Closing Date, Section 3(b)(ii)without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty, and (B) the other representations and warranties set forth in Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its covenants and obligations 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,” in which case Buyer 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; (iii) Sellers’ Representative no Governmental Order shall have received an officer’s certificate signed by a duly authorized officer of Buyer to been issued and be in effect, and no Action shall be pending before any Governmental Authority or arbitrator which has the effect, or would have the effect that the conditions set forth in Section 7(b)(iif determined adversely, of (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired restraining or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements or (B) causing any of the transactions contemplated by this Agreement or any of the Ancillary Agreements to be rescinded following consummation; (iv) Buyer shall have delivered to Sellers a certificate dated as of the Closing Date signed on behalf of Buyer by a duly authorized executive officer of Buyer to the effect that each of the conditions specified above in Sections 7(b)(i) -(iii) is satisfied in all respects; (v) all Governmental Approvals required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including those set forth in Section 4(c)(ii) of the Sellers Disclosure Schedule; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company delivered to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andSellers a duly executed Form W-9 for Buyer; (vii) Buyer or its applicable Affiliates (including the Targets) shall have executed and delivered the Ancillary Agreements to which they are contemplated to be a party and the same shall be in full force and effect; and (viii) all items set forth actions to be taken by Buyer in Section 2(d) for which Buyer is obligated connection with consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and all certificates, instruments, and other documents required to delivereffect the transactions contemplated by this Agreement and the Ancillary Agreements will be reasonably satisfactory in form and substance to Sellers. Sellers’ Representative The Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on (Seller may waive any condition specified in this Section 7.2 if it executes a writing so stating at or prior to the Closing Date:Closing). (i) (A) 7.2.1 the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3.2 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) 7.2.2 Buyer 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 the terms such as “Material Adverse Effect,” or “Material Adverse Change,” in which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) 7.2.3 there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) 7.2.4 Buyer shall have delivered all items set forth to Sellers a certificate to the effect that each of the conditions specified above in Section 2(d) for which 7.2.1-7.2.3 is satisfied in all respects; and 7.2.5 all actions to be taken by Buyer is obligated in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to deliver. Sellers’ Representative may waive any condition specified effect the transactions contemplated hereby will be reasonably satisfactory in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior form and substance to the ClosingSeller.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) §3 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies specified in §7 of the Disclosure Schedule (other than any that may be required in respect of liquor licenses and permits); (v) the Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Sellers from consummating the transactions contemplated herein if Sellers, in their sole discretion, waives the requirement that the Sale Order shall have become a Final Order. No notice of such waiver of this condition or any other condition to the Closing need be given except to Buyer, it being the intention of the Parties that Sellers shall be entitled to, and are not waiving, the protection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of the Sale Order becoming a Final Order; (vi) Buyer shall have satisfied executed the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Las Vegas Brand License Agreement attached hereto as Exhibit H; and (vii) all actions to be taken by Buyer shall have delivered in connection with consummation of the transactions contemplated hereby and all items set forth certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSellers. Sellers’ Representative Sellers may waive any condition specified in this Section §7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) Article VI above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer 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 which case Buyer 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; (iiic) Sellers’ Representative no action, suit, or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this Agreement; or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered all items set forth to Seller a certificate to the effect that each of the conditions specified above in Section 2(d10.2(a)-(c) for which are satisfied in all respects; (e) the Buyer is obligated shall have delivered the Purchase Price to deliverSeller; and (f) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 10.2 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions contemplated by this Agreement, including the transfer of Sellers' (as applicable) right, title and interest in the Shares and the Assets to be performed by them hereunder Buyer, is subject to the satisfaction of each of the following conditions on the Closing Dateconditions, any one or more of which may be waived by Sellers: (ia) (A) Each of the representations and warranties of each of the Buyer set forth Entities contained in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above this Agreement shall be true and correct in all material respects at and as of the date hereof and immediately before the Closing, as though made immediately before the Closing (unless and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case as of such earlier date); each of the Buyer Entities shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it by the Closing; and each of the Buyer Entities shall have delivered to Sellers a certificate executed by an authorized officer of such Buyer Entity dated the Closing Date with confirming the same force and effect as if made on and as foregoing. (b) No injunction or order of such date (except for representations and warranties which relate to any other specific date, the accuracy court or administrative agency of which competent jurisdiction shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and effect as of the date Closing that restrains or prohibits the consummation of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;. (c) All filings required under the HSR Act shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated. (d) If a prenotification filing is required under the Competition Act, Buyer shall have either obtained an Advance Ruling Certificate pursuant to Section 102 of the Competition Act to the effect that the Commissioner is satisfied that there would not be sufficient grounds upon which to apply to the Competition Tribunal under Section 92 of the Competition Act with respect to the transactions contemplated by this Agreement, or (i) the waiting period provided under Section 123 of the Competition Act shall have expired and (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through obtained written notification that the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer Commissioner does not at that time intend to make application to the effect that Competition Tribunal under Section 92 of the conditions set forth Competition Act in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any respect of the transactions contemplated by this Agreement;. (vie) Each Buyer Entity shall have satisfied delivered to Sellers certified copies of resolutions duly adopted by such Buyer Entity's board of directors authorizing the payment obligations specified in Section 2(b) aboveexecution, delivery, and directed performance of this Agreement and the Company to pay consummation of the aggregate Option Cancellation Payments pursuant to Section 2(f)(iitransactions contemplated hereby (including the execution, delivery, performance and issuance (as applicable) of the Note Purchase Agreement, the Buyer Note and the Guaranties); and, which resolutions shall be in full force and effect as of the Closing. (viif) Buyer shall have delivered all to Sellers the documents and other items set forth (including payment of the Closing Cash Payment and issuance and delivery of the Buyer Note and the Guaranties) required to be delivered to Sellers at or before Closing pursuant to Section 3.02(b) hereof. (g) The Buyer Entities' senior lender(s) shall have executed and delivered to Sellers a subordination and intercreditor agreement in substantially the form attached as Exhibit 3 to the Note Purchase Agreement. (h) Buyer and the Companies (as applicable) shall have executed and delivered to Sellers the Trademark License Agreement, the Grant-Back Technology License Agreement, the Supply Agreement, the Co-Pack Agreement, the Baking Mix Agreement and the Transition Services Agreement. (i) The applicable U.S. Sellers shall be satisfied, in their reasonable judgment, that they have had sufficient opportunity to fulfill their obligation to bargain with the labor unions representing the Union Employees (as defined in Section 2(d8.02) for which over the effects of the transactions contemplated by this Agreement on such Union Employees. (j) All proceedings to be taken by the Buyer is obligated Entities in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to deliver. be delivered by the Buyer Entities in connection with the transactions contemplated hereby will be reasonably satisfactory to Sellers’ Representative may waive any condition specified , and Buyer shall simultaneously pay to Sellers the Base Purchase Price in this the manner provided in Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing2.02.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above 4 shall be true and correct in all material respects at and as of the date Effective Date; (b) Buyer shall have in place an employee benefit plan and a customary employee incentive stock plan or other form of this Agreement equity incentive plan mutually agreed upon by the Parties; (c) Buyer shall have delivered the Closing Cash to Seller in accordance with Section 2.4(a); (d) Buyer shall have issued the Closing Shares, if any, to Seller in accordance with Section 2.4(c); (e) Buyer shall have issued the Equity Commitment Letter to Seller in accordance with Section 4.8; (f) Buyer shall have enacted the Bylaws of the Board of Directors of Buyer and the Closing Date with Bylaws of the same force Board of Trustees of Buyer (together, the “Buyer Bylaws”) in the forms attached hereto as Exhibit J and effect as if made on Exhibit K, respectively. (g) the appropriate deliberative investment bodies of Buyer, AME Education Corporation, a Delaware corporation (“Buyer’s Parent”) and as UVF shall have approved the transactions contemplated hereby and delivered to Seller written evidence of such date to Seller’s satisfaction; (except for representations and warranties which relate h) Buyer shall have delivered to any other specific date, Seller a certificate certified by the accuracy Chief Executive Officer that each of which shall be determined on and as of that the conditions specified date), and (B) all other representations and warranties of Buyer set forth in this Section 3(b) above shall be true and correct 7.3 are satisfied in all respects at and (the “Buyer Officer’s Certificate”); (i) Buyer shall have delivered to Seller a certificate of the secretary of Buyer (the “Buyer Secretary’s Certificate”), dated as of the date Effective Date, in form and substance reasonably satisfactory to Buyer, and such Secretary’s Certificate shall contain: (i) the Certificate of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability Incorporation of Buyer to timely consummate as certified from the transactions contemplated herebySecretary of State and certification that there have been no amendments thereto; (ii) the Buyer shall Bylaws and certification that there have performed and complied with all of its covenants hereunder in all material respects through the Closingbeen no amendments thereto; (iii) Sellers’ Representative shall have received an officer’s copies of the certificate signed of good standing certified by the Secretary of State of the jurisdiction of each jurisdiction in which Seller is incorporated or qualified to do business and if applicable, a duly authorized officer of Buyer to good standing from the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedfranchise tax board; (iv) all applicable waiting periods (resolutions of the Board of Directors of Buyer authorizing the execution, delivery, and any extensions thereof) under performance of this Agreement, the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;Escrow Agreement and the transactions contemplated hereby; and (v) there shall not incumbency and signatures of the officers of Buyer executing this Agreement and the other Transaction Agreements; and (j) all actions to be any Law or Order taken by Buyer in effect preventing connection with consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) abovehereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Buyer; and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 7.3 if Sellers’ Representative it executes a writing so stating written waiver thereof at or prior to the Closingany time.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to the satisfaction of the following conditions on or prior to the Closing Date: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article IV hereof shall be true and correct in all material respects at when made and as of the Closing Date as though the Closing Date was substituted for the date of this Agreement and the Closing Date with the same force and effect as if made on and as of throughout such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through all of the covenants and agreements required to be performed by the Purchaser hereunder prior to the Closing; (iiib) Sellers’ Representative The Purchaser shall have received or obtained all governmental, shareholder, member, notices, third-party consents and approvals (each, an officer’s certificate signed by “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 duly authorized officer breach of Buyer or default under, or a termination, modification or acceleration of or payment under, any instrument, contract, lease, license or other agreement to which the effect that the conditions set forth Purchaser is a party or is bound, in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedeach case on terms reasonably satisfactory to Seller; (ivc) all applicable waiting periods (and No suit, action or other proceeding shall be pending or threatened before any extensions thereof) under governing authority wherein an unfavorable injunction, judgment, order, decree, ruling or charge would prevent the Xxxx-Xxxxx-Xxxxxx Act shall have expired performance of this Agreement or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing the consummation of any of the transactions contemplated by this Agreementhereby or declare unlawful any of the transactions contemplated hereby, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; (vid) Buyer At the Closing, the Purchaser shall have satisfied delivered to Seller (i) a certificate signed by the payment obligations Purchaser and an officer of the Purchaser, dated the date of the Closing, stating that the conditions specified in Section 2(bsubsections (a) abovethrough (c) above have been satisfied as of the Closing; (ii) copies of all Approvals; (iii) certified copies of the resolutions of Purchaser’s board of directors authorizing the execution, delivery and directed performance of this Agreement and the Company other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) a good standing certificate for the Purchaser from its jurisdiction of organization dated as of a recent date prior to pay the aggregate Option Cancellation Payments Closing Date; and (v) such other documents or instruments as are required to be delivered by the Purchaser at the Closing pursuant to Section 2(f)(ii)the terms hereof; and (viie) Buyer All proceedings to be taken by the Purchaser 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 Seller shall have delivered all items set forth be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSeller and its legal counsel. Sellers’ Representative may waive any Any condition specified in this Section 7(b) on behalf of Sellers 2.2 may be waived by Seller if Sellers’ Representative executes such waiver is set forth in a writing so stating at or prior to the Closingduly executed by Seller.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(b) above shall will be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall will be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall will 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 which case Buyer will have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (iii) Sellers’ Representative shall have received no action, suit, or proceeding will be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge will be in effect); (viiv) Buyer shall will have delivered to Sellers a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)all respects; and (viiv) Sellers will have received from counsel to Buyer shall have delivered all items an opinion in form and substance as set forth in Section 2(d) for Exhibit E attached hereto, addressed to Sellers and on which Buyer is obligated Sellers will be entitled to deliverrely, and dated as of the Closing Date. Sellers’ Representative may waive any condition specified in this Section §7(b) on behalf of all Sellers if Sellers’ Representative he executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be have been accurate, true and correct in all material respects at on and as of the date of this Agreement and, except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as if though made by Buyer on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order or Order decree in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered all items set forth to CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar a certificate to the effect that each of the conditions specified above in Section 2(d7(b)(i)-(iii) for which Buyer is obligated to deliver. Sellers’ Representative may waive satisfied in all respects; (v) Seller obtaining any condition specified material third party consents described on Section 3(c) of the Disclosure Schedule; (vi) Cat UK and its Affiliates satisfying any required employee, employee representative and/or trade union information and consultation obligations in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.accordance with applicable law and/or relevant agreements; and

Conditions to Seller’s Obligation. Sellers’ ' obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have received an officer’s delivered to Sellers a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section Sections 7(b)(i) and Section 7(b)(iithrough (ii) have been satisfiedis satisfied in all respects; (ivv) all applicable waiting periods (and any extensions thereof) under the XxxxHart-XxxxxScott-Xxxxxx Rodino Act and other similar provisions required xx xxx xxxxxxx xurisdiction shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;Closing. (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;. (iiic) Sellers’ Representative All regulatory authorities shall have received an officer’s certificate signed approved the transactions contemplated by a duly authorized officer of Buyer to the effect that the conditions this Agreement as set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied;3. (ivd) all applicable waiting periods No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would: (and any extensions thereofi) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this Agreement;; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) adversely affect the right of Buyer to own Seller Shares; or (iv) materially and adversely affect the right of Seller to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect). (vie) All actions to be taken by Buyer shall have satisfied in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, instruments, and directed other documents required to effect the Company transactions contemplated hereby shall be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andSeller. (viif) Delivery to Seller of the Purchase Price in the manner required by Section 2.2 hereof. (g) Buyer shall have delivered all items set forth to Seller a certificate of the secretary of Buyer dated as of the Closing, in Section 2(d) for which form and substance reasonably satisfactory to Seller, as to the resolutions of the board of directors of Buyer is obligated to deliverauthorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes 6.2 by executing a writing so stating document expressly waiving the condition at or prior to the ClosingClosing or by proceeding to consummate the transaction without the condition being satisfied.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be true and correct in all material respects at and as of the date hereof, and shall also be true and correct as of this Agreement and the Closing Date with Date, except to the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific applicable date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer Purchaser 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 which case Purchaser 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; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Purchaser shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(ii) is satisfied in all respects; (v) Seller and Purchaser shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(d) above; and (vi) Buyer shall have satisfied All actions to be taken by Purchaser in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b6(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller's obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (ia) Buyer shall have delivered all of the items set forth in Exhibit C to be delivered by Buyer; (Ab) Buyer shall have performed and complied in all material respects with all of its obligations, or cured any failure to so perform and comply, under this Agreement and any Order of the Bankruptcy Court relating to this Agreement to be performed by it at or prior to Closing; provided, however, that if any portion of any obligation is already qualified by materiality, for purposes of determining whether this condition has been satisfied with respect to such portion of such obligation, Buyer shall have performed and complied in all respects with such portion of such obligation; (c) the representations and warranties of Buyer set forth contained in Section 3(b)(i), Section 3(b)(ii), this Agreement and Section 3(b)(iv) above in the certificates delivered to Seller pursuant hereto shall be true and correct in all material respects at and as of on the date of this Agreement hereof and on the Closing Date with the same force as though such representations and effect as if warranties were made on and as of the Closing Date; provided, however, that if any portion of any such date (except representation or warranty is already qualified by materiality, for representations and warranties which relate purposes of determining whether this condition has been satisfied with respect to any other specific datesuch portion of such representation or warranty, the accuracy such portion of which shall be determined on and such representation or warranty as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall so qualified must be true and correct in all respects at and as respects; and (d) all material Consents of the date of this Agreement and the Closing Date (without giving effect to or Permits from any “material” Governmental Entity or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, Person necessary to permit the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer Agreement and the operation of the Business following the Closing in the Ordinary Course of Business shall have satisfied been received, shall be in full force and effect and shall not have been revoked as of the payment obligations specified Closing Date. Notwithstanding anything in this Section 2(b6.3 to the contrary, Seller may not exercise its rights under Section 6.3(b) aboveor Section 6.3(c), unless and until Seller could reasonably be expected to suffer aggregate Damages under such sections in excess of Two Million Dollars ($2,000,000); provided that, at the Closing, Seller recovers all such Damages as an adjustment to, and directed increase of, the Company to pay Cash Purchase Price in the amount of such aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverDamages, less the Deductible. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 6.3 if Sellers’ Representative Seller executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. The Sellers’ ' obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(ivss.3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) the Buyer 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 terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have received an officer’s delivered to Sellers a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(iss.7(b)(i)-(iii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (ivv) all applicable waiting periods (and any extensions thereof) under the XxxxHart-XxxxxScott-Xxxxxx Rodino Act shall have expired or otherwise been terminated; (vterminated xxx] xxx Xxxties and Target shall have received all [other] material authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreementabove; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company delivered to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Sellers Buyer shall have delivered all items Notes as set forth in Section 2(dss.2(b) for which Buyer is obligated and certificates of stock representing the stock being transferred to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf Sellers as part of Sellers if Sellers’ Representative executes a writing so stating at or prior the Purchase Price pursuant to the Closingss.2(b).

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions perform, fulfill or carry out its agreements, undertakings and obligations herein made or expressed to be performed by them hereunder performed, fulfilled or carried out on the Closing Date is and shall be subject to satisfaction fulfillment of or compliance with, on or prior to the Closing Date, the following conditions on the Closing Dateprecedent, any of which may be waived by Seller, in its sole discretion, in whole or in part: (ia) (A) the Each of Buyer's representations and warranties of Buyer set forth contained in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above this Agreement shall be true and correct in all material respects deemed to have been made again at and as of the date time of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (shall then be true in all material respects, except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of changes contemplated by this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Agreement. Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing;. Seller shall have been furnished with a certificate of Buyer's Chief Executive Officer, Vice Chairman or Senior Vice President, dated the Closing Date, certifying to the fulfillment of the foregoing conditions by Buyer and to the truth and correctness in all material respects, except for (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viib) Buyer shall have delivered all items set forth to Seller on the Closing Date the Purchase Price as provided in Section 2(d3.01(a) hereof. (c) All consents, approvals and actions of third parties, including all approvals from Federal, state and local authorities (including the FCC and all public service commission and public utilities commission or comparable bodies exercising jurisdiction over Seller) as may be required for which the valid assignment and transfer by Seller to Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified of the Business and the Purchased Assets shall have been obtained. (d) Seller shall have been furnished with an opinion of Rubix Xxxx Xxxxx Xxxstant & Friexxxx, xxunsel for Buyer, dated the Closing Date, substantially in this Section 7(bthe form of Exhibit 6.02 (e) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closingannexed hereto.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above 4 shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material Adverse Effect” or “Material Adverse Change”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material Adverse Effect” or “Material Adverse Change”) in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iv) Buyer shall have received an officer’s delivered to Sellers a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(i7(b)(i)-(iii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (ivv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there terminated and Sellers, the Subsidiaries, and Buyer shall not be any Law or Order in effect preventing consummation have received all required authorizations, consents and approvals of any of the transactions contemplated by this Agreementgovernments and governmental agencies; (vi) Buyer the relevant Parties shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andentered into Transaction Agreements; (vii) Sellers shall have received from counsel to Buyer an opinion in form attached hereto as Exhibit Q, addressed to Sellers, and dated as of the Closing Date; (viii) Buyer shall have delivered to Sellers a copy of the certificate of formation of Buyer on or within ten (10) days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Buyer’s formation; (ix) Buyer shall have delivered to Sellers a copy of the certificate of good standing of Buyer issued on or within ten (10) days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Buyer’s organization and of each jurisdiction in which Buyer is qualified to do business; (x) Buyer shall have delivered to Sellers a certificate of the Manager of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to: (i) no amendments to the certificate of incorporation (or other formation) of such Person since the date specified in clause (xxii) above; (ii) the bylaws (or other governing documents) of such Person; and (iii) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of such Person relating to this Agreement and the transactions contemplated hereby; (xi) Buyer shall have caused Buyer or one or more of its Affiliates to be substituted in all items respects for Sellers’ Parent (or the applicable Affiliate of Sellers’ Parent) with respect to each of the guarantees set forth in Section 2(d7(b)(xi) of the Disclosure Schedule (the “Guarantees”) or in lieu thereof, cause the beneficiary thereof to terminate the Guarantee; (xii) Sellers and the Subsidiaries shall have procured all Board, shareholder, lender and other consents specified in Section 7(b)(xii) of the Disclosure Schedule; and (xiii) Buyer shall have purchased the Transaction Insurance Policy and the Environmental Insurance Policy. The Transaction Insurance Policy will provide coverage to the amount of the Cap and shall remain in effect for which for the period specified in Section 8(a)(iii) with respect to the representations set forth in Section 3(k) and Section 3(x) and for twenty-four (24) months from the Closing Date with respect to all other matters. The Environmental Insurance Policy will provide ten million dollars ($10,000,000) in coverage and shall remain in effect for the period specified in Section 8(a)(ii) with respect to representations set forth in Section 3(z). The insurance companies issuing the Transaction Insurance Policy and the Environmental Insurance Policy will be reasonably acceptable to Sellers and shall have a minimum rating of A- by A.M. Best. Buyer is obligated shall provide Sellers with a copies of the binder agreement with the Transaction Insurance Company and the Environmental Insurance Company, including drafts of the Transaction Insurance Policy and the Environmental Insurance Policy, five (5) Business Days preceding the Closing and satisfaction of the condition set forth in this Section 7 (b)(xiii) shall be subject to deliver. Sellers’ Representative approval of such binder agreements and draft policies, which approval shall not unreasonably be withheld. Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv2(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” or “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer Purchaser 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 terms such as “material” or “Material Adverse Effect,” in which case Purchaser shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit or proceeding shall have received be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (iv) Purchaser shall have delivered to Sellers a certificate substantially in the form set forth on Exhibit C attached hereto, to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) Sellers shall have received all authorizations, consents and approvals of Governmental Authorities and other Persons referred to in Section 2(a)(i) and Section 3(c) above, if any; (vi) Buyer Purchaser and the Indemnity Escrow Agent shall have satisfied executed and delivered the payment obligations specified in Section 2(bIndemnity Escrow Agreement and Purchaser and the Holdback Escrow Agent shall have executed and delivered the Holdback Escrow Agreement; (vii) above, Each Company Optionee shall have executed and directed delivered to the Company to pay the aggregate his or her Stock Option Cancellation Payments pursuant to Section 2(f)(ii)Agreement; and (viiviii) Buyer shall have delivered all items set forth actions to be taken by Purchaser in Section 2(d) for which Buyer is obligated connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to delivereffect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b6(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to satisfaction the satisfaction, on or prior to the Closing Date, of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall Article III hereof will be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the Closing Date with the same force and effect as if made date hereof) shall only need to have been true on and as of such date date (except b) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) The applicable waiting periods under the HSR Act shall have expired or been terminated and all other material governmental filings, authorizations and approvals that are required for representations the consummation of the transactions contemplated hereby will have been duly made and warranties which relate obtained; (d) Seller shall receive the requisite approval of its shareholders with respect to the transaction contemplated by this Agreement; (e) There shall not be threatened, instituted or pending any other specific dateaction or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as consummation of the date transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not hadAgreement, or would not reasonably be expected (iii) otherwise relating to have, a material and adverse impact on the ability of Buyer to timely consummate materially adversely affecting the transactions contemplated hereby; (f) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in subsection (d) above; (g) Seller shall have received from counsel for Buyer a written opinion, dated as of the Closing Date, addressed to Seller and satisfactory to Seller's counsel, in form and substance substantially as set forth in Exhibit B attached hereto; and (h) On the Closing Date, Buyer will have delivered to Seller: (i) a wire transfer in immediately available funds in the amount described in Sections 1.5(b)(i), (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through (iii); (ii) the Closingexecuted Note; (iii) Sellers’ Representative shall have received an officer’s a certificate signed by a duly authorized officer of the appropriate officer(s) of Buyer in form and substance satisfactory to Seller, dated the effect Closing Date, stating that the conditions precedent set forth in Section 7(b)(isubsections (a) and Section 7(b)(ii(b) above have been satisfied;, (iv) all applicable waiting periods (and any extensions thereof) appropriate assignment documents assuming Seller's obligations under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminatedReal Property Leases and Contracts; (v) there shall not be any Law or Order in effect preventing a copy of the text of the resolutions adopted by the Board of Managers of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of any all of the transactions contemplated by this Agreement;, along with a certificate executed on behalf of Buyer by its corporate secretary certifying to Seller that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded, and (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) an incumbency certificate executed on behalf of Sellers if Sellers’ Representative executes a writing so stating at Buyer by its corporate secretary certifying the signature and office of each officer executing this Agreement or prior any of the Related Agreements. (i) Seller shall have obtained landlords' consents to the Closingassignment of the Real Estate Leases. (j) Seller shall have received an opinion from its investment adviser that the consideration to be received by the Seller in the transactions contemplated by the Agreement is fair, from a financial point of view.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above 4 shall be true and correct in all material respects at and as of the date Effective Date; (b) Buyer shall have in place an employee benefit plan and a customary employee incentive stock plan or other form of this Agreement equity incentive plan mutually agreed upon by the Parties; (c) Buyer shall have delivered the Closing Cash to Seller in accordance with Section 2.4(a); (d) Buyer shall have issued the Closing Shares, if any, to Seller in accordance with Section 2.4(c); (e) Buyer shall have issued the Equity Commitment Letter to Seller in accordance with Section 4.8; (f) Buyer shall have enacted the Bylaws of the Board of Directors of Buyer and the Closing Date with Bylaws of the same force Board of Trustees of Buyer (together, the “Buyer Bylaws”) in the forms attached hereto as Exhibit J and effect as if made on Exhibit K, respectively. (g) the appropriate deliberative investment bodies of Buyer, AME Education Corporation, a Delaware corporation (“Buyer’s Parent”) and as UVF shall have approved the transactions contemplated hereby and delivered to Seller written evidence of such date to Seller’s satisfaction; (except for representations and warranties which relate h) Buyer shall have delivered to any other specific date, Seller a certificate certified by the accuracy Chief Executive Officer that each of which shall be determined on and as of that the conditions specified date), and (B) all other representations and warranties of Buyer set forth in this Section 3(b) above shall be true and correct 7.3 are satisfied in all respects at and (the “Buyer Officer’s Certificate”); (i) Xxxxx shall have delivered to Seller a certificate of the secretary of Buyer (the “Buyer Secretary’s Certificate”), dated as of the date Effective Date, in form and substance reasonably satisfactory to Buyer, and such Secretary’s Certificate shall contain: (i) the Certificate of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability Incorporation of Buyer to timely consummate as certified from the transactions contemplated herebySecretary of State and certification that there have been no amendments thereto; (ii) the Buyer shall Bylaws and certification that there have performed and complied with all of its covenants hereunder in all material respects through the Closingbeen no amendments thereto; (iii) Sellers’ Representative shall have received an officer’s copies of the certificate signed of good standing certified by the Secretary of State of the jurisdiction of each jurisdiction in which Seller is incorporated or qualified to do business and if applicable, a duly authorized officer of Buyer to good standing from the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedfranchise tax board; (iv) all applicable waiting periods (resolutions of the Board of Directors of Buyer authorizing the execution, delivery, and any extensions thereof) under performance of this Agreement, the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated;Escrow Agreement and the transactions contemplated hereby; and (v) there shall not incumbency and signatures of the officers of Buyer executing this Agreement and the other Transaction Agreements; and (j) all actions to be any Law or Order taken by Xxxxx in effect preventing connection with consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) abovehereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Buyer; and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 7.3 if Sellers’ Representative it executes a writing so stating written waiver thereof at or prior to the Closingany time.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder Transaction is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above 3 shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which that expressly relate to any other specific a specified date, the accuracy inaccuracy in or breach of which shall will be determined on and as of that with reference to such specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all of Buyer’s covenants hereunder that are required to be performed or complied with at or prior to 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 which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects at or prior to Closing;, (iii) Sellers’ Representative The Transaction shall have received an officer’s certificate signed been approved by a duly authorized officer the Board of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedDirectors of Buyer; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act The Parties shall have expired or otherwise been terminatedobtained all regulatory approvals necessary to consummate the Transaction, including, without limitation, approval from the CCB and such other Governmental Authorities as may be required to transfer ownership of the Cannabis Licenses and all other Permits from each Company to Buyer; (v) there No Claim involving Buyer shall not be pending or threatened before any Law court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an unfavorable Order in effect preventing would: (A) prevent consummation of any of the transactions contemplated by this AgreementTransaction or any part thereof; or (B) cause the Transaction or any part thereof to be rescinded following consummation; (vi) Buyer No Governmental Authority shall have satisfied enacted, issued, promulgated, enforced or entered any Order which is in effect and has the payment obligations specified in Section 2(beffect of: (A) above, and directed making the Company to pay Transaction contemplated by this Agreement or any part thereof illegal (excepting illegality arising out of the aggregate Option Cancellation Payments pursuant to Section 2(f)(iiFederal Cannabis Laws); and(B) restraining or prohibiting consummation of the Transaction or any part thereof; (C) or causing the Transaction or any part thereof to be rescinded following consummation; (vii) Buyer shall have delivered all items set forth to the Seller a certificate, executed by Buyer, representing that each of the conditions specified in Section 2(d8(b)(i), Section 8(b)(ii), Section 8(b)(iii) for which and Section 8(b)(iv) above are satisfied in all respects as of the Closing Date; (viii) Buyer is obligated shall have delivered the Purchase Price to deliver. Sellers’ Representative Seller; (ix) All actions to be taken by Buyer in connection with consummation of the Transaction and all certificates, opinions, instruments, and other documents required to effect the Transaction will be delivered to the Seller and in form and substance reasonably satisfactory to the Seller; Seller may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes it execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for those representations and warranties qualified by “material,” which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects respects) at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects (other than those covenants contained in Section 2(e) which shall have been complied with in all respects) through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Seller a certificate, executed by an authorized officer of Buyer, to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) Seller shall have received the consent of Xxxxx Fargo Bank, National Association identified in Schedule 3(c) of Seller’s Disclosure Schedule and such consent shall be in full force and effect; (vi) all actions to be taken by Buyer shall have satisfied in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Seller; and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated paid the Purchase Price to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b6(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. The Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) Buyer shall have delivered to Sellers evidence that Buyer has the right to make all or substantially all of the Additional Content available to the Association and the Consortium Parties at no additional charge throughout the Earnout Period, to include the Additional Content as part of the Escrowed Materials, and to provide rights to OSBA to use the same for the purposes described in the Escrow Agreement; (vi) all actions to be taken by Buyer shall have satisfied in connection with consummation of the payment obligations specified in Section 2(b) abovetransactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andSellers; (vii) Buyer shall have executed and delivered all items set forth the Escrow Agreement and the Escrowed Materials shall have been delivered to the Escrow Agent; (viii) Lawriter and the Association shall have executed the License Agreement Amendment, and Lawriter and Lawcorp shall have executed the Security Agreement; and (ix) Buyer shall have made such other deliveries as are described as being its responsibility in Section 2(d) for which Buyer is obligated to deliverabove. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers themselves if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. The obligation of Sellers to perform, fulfill or carry out their agreements, undertakings and obligations herein made or expressed to be performed, fulfilled or carried out on the Closing Date is and shall be subject to fulfillment of or compliance with, on or prior to the Closing Date, the following conditions precedent, any of which may be waived by Sellers’ obligation , in their sole discretion, in whole or in part: (a) Each of Buyer's representations and warranties contained in this Agreement shall be deemed to consummate have been made again at and as of the transactions time of the Closing and shall then be true in all material respects, except for changes contemplated by this Agreement. Buyer shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them hereunder is subject Buyer prior to satisfaction or at the Closing. Sellers shall have been furnished with a certificate of the following conditions on Buyer's Chief Executive Officer, Vice Chairman or Senior Vice President, dated the Closing Date: (i) (A) , certifying to the fulfillment of the foregoing conditions by Buyer and to the truth and correctness in all material respects, except for changes contemplated by this Agreement, as of the Closing Date, of the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(ivcontained herein. (b) above There shall not then be true and correct in all material respects at and as of the date of pending by any third party any suit or proceeding to restrain or invalidate this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;; provided, however, if Buyer desires to close notwithstanding any such suit or proceeding and agrees to indemnify and hold (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viic) Buyer shall have delivered all items set forth to Sellers on the Closing Date the Purchase Price as provided in Section 2(d3.01(a) hereof. (d) All consents, approvals and actions of third parties, including all approvals from Federal, state and local authorities (including the FCC and all public service commission and public utilities commission or comparable bodies exercising jurisdiction over Sellers) as may be required for which the valid assignment and transfer by Sellers to Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified of the Businesses and the Purchased Assets shall have been obtained; provided, however, that such consents, approvals and actions need not be Final Orders. (e) Sellers shall have been furnished with an opinion of Rubix Xxxx Xxxxx Xxxstant & Friexxxx, xxunsel for Buyer, dated the Closing Date, substantially in this Section 7(b) on behalf the form of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.Exhibit 6.02

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller and US Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by Seller in writing) of the following conditions on as of the Closing Date: (a) (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above The Purchaser Fundamental Representations shall be true and correct in all material respects at and as of the date Closing Date as though made at and as of this Agreement and the Closing Date with (except to the same force and effect extent expressly made as if made on and of an earlier date, in which case only as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), ) and (Bii) all other representations and warranties contained in Article IV of Buyer set forth in Section 3(b) above this Agreement shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any qualification as to “materialmateriality” or “materialityPurchaser Material Adverse Effect” qualification contained in such representation and warrantyset forth therein) with the same force and effect as if made on at and as of such date the Closing Date as though made at and as of the Closing Date (except for 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 (ii), where the failure of such representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” set forth therein) has not had, or and would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyPurchaser Material Adverse Effect; (iib) Buyer Purchaser and US Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through all the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (iiic) Sellers’ Representative No Order of any Governmental Entity located in Luxembourg, the Netherlands, the United Kingdom or the United States shall have received been entered that would prevent or otherwise materially limit or restrain the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) Purchaser shall have delivered to Seller each of the following: (i) a certificate of an officer’s certificate signed by a duly authorized officer of Buyer to Purchaser in his or her capacity as such, dated as of the effect Closing Date, stating that the conditions set forth specified in Section 7(b)(i7.02(a) and Section 7(b)(ii7.02(b) have been satisfied; (ivii) all applicable waiting periods (copies of the resolutions duly adopted by Purchaser’s and any extensions thereof) under US Purchaser’s respective boards of directors authorizing the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation execution, delivery and performance of any of this Agreement and the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)hereby; and (viiiii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior counterpart to the ClosingEscrow Agreement duly executed by Purchaser.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of each of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article 4 shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect Date, as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) The Buyer Parties 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 terms such as “material,” in which case the Buyer Parties shall have performed and complied with all of such covenants in all respects through the Closing; (iiic) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vid) The Buyer Parties shall have satisfied delivered to Seller a certificate duly executed by an authorized representative to the payment obligations effect that each of the conditions specified in Section 2(bSections 7.2(a) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and(b) is satisfied in all respects; (viie) Buyer shall have delivered to Seller the Assignment Agreement, evidencing the acceptance of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer; (f) The Buyer Parties shall have delivered to Seller the Transaction Documents, duly executed by the applicable Buyer Party; (g) Buyer shall have delivered the Purchase Price, including amounts required to be delivered to the Escrow Agent; (h) The Buyer Parties shall have executed and delivered to Seller a certificate as to: (A) resolutions embodying all items set forth corporate actions taken by and on behalf of the Buyer Parties to authorize the execution, delivery and performance of this Agreement; and (B) the incumbency of each officer signing this Agreement or any agreement, document or instrument executed in Section 2(dconnection with this Agreement or the transactions contemplated by this Agreement on behalf of the Buyer Parties; and (i) for which Buyer is obligated to deliverThe Consent of each Relevant Competition Authority shall have been obtained. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 7.2 if Sellers’ Representative Seller executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) §4 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in all items set forth respects; (v) a resolution approving the transactions contemplated by this Agreement shall have been adopted by the Requisite Stockholder Approval; (vi) the Fairness Opinion shall not have been withdrawn or modified in Section 2(dany material respect not acceptable to the board of directors of Seller; (vii) for which all applicable waiting periods (and any extensions thereof) under the Xxxx- Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and Seller and Buyer is obligated shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to deliverin §3(c) and §4(c) above; (viii) Seller and Xxxxxx shall have entered in the Xxxxxx Termination Agreement; (ix) Seller and Buyer shall have entered into the Faulding Termination Agreement; (x) Buyer shall have delivered to Seller a copy of a certificate of good standing certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of its incorporation; (xi) Buyer shall have delivered to Seller a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (A) the resolutions of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (B) incumbency and signatures of the officers of Buyer executing this Agreement or any other agreement contemplated by this Agreement; (xii) if the portions of the ChromaDex Contract relating to the Business are not assigned to Buyer on terms and conditions satisfactory to Buyer, then Buyer and Seller shall have entered into an agreement or agreements mutually satisfactory to Buyer and Seller with respect to services to be provided by ChromaDex, Inc. to each of Buyer and Seller, respectively, after the Closing; and (xiii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section §7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. SellersSeller’s and the Companies’ obligation obligations to consummate the transactions to be performed by them hereunder is in connection with Closing are subject to satisfaction (or wavier by Seller) of the following conditions on the Closing Dateat or prior to Closing: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i)3.2, Section 3(b)(ii)disregarding all qualifications and exceptions contained therein relating to materiality or material adverse effect, and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and as of such date the Closing Date, except: (except for i) that representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and that are made as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall a specific date need be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and only as of such date date; and (except ii) for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would could not reasonably be expected to have, have a material and adverse impact effect on Buyer’s ability to consummate any of the ability of Buyer to timely consummate the transactions contemplated herebyTransactions; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through Closing, except to the extent that such covenants are qualified by the term “material” or contain terms such as “material adverse effect”, in which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “material adverse effect”) in all respects through Closing; (iiic) Sellers’ Representative no Action shall have received been taken by any Governmental Entity, and no Law or Order (whether temporary, preliminary or permanent) shall have been enacted, adopted or issued by any Governmental Entity, in connection with any of the Transactions that has the effect of preventing the consummation of any of the Transactions; (d) Buyer shall have delivered to Seller a certificate duly executed by an officer’s certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified in Section 7(b)(i7.2(a)-(c) and Section 7(b)(ii) have been satisfiedis satisfied in all respects (the “Buyer Closing Certificate”); (ive) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx HSR Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viif) at Closing, Buyer shall have delivered duly executed and delivered, or caused to be executed and delivered, to Seller all items set forth of the documents listed in Section 2(d) for which Buyer is obligated to deliver2.4(b). Sellers’ Representative Seller and the Companies may waive any condition specified in this Section 7(b) on behalf of Sellers 7.2 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viiiv) Buyer shall have delivered all items set forth to Seller a certificate to the effect that each of the conditions specified above in Section 2(d7(b)(i)-(iii) for which is satisfied in all respects; (v) the Parties, Target, and Sub shall have received any authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; and (vi) all actions to be taken by Buyer is obligated in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to delivereffect the transactions contemplated hereby, including any documents referred to in Section 6(b) and (c), will be reasonably satisfactory in form and substance to Seller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder is contemplated hereby in connection with the Closing are subject to satisfaction or waiver of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), Article IV shall have been true and Section 3(b)(iv) above correct on the date hereof and shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on at and as of such date time in either case (in either case except for representations and warranties which relate to any other specific the extent expressly made as of an earlier date, the accuracy of in which shall be determined on and case as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects such date as if made at and as of such date), in either case except where the date failure of this Agreement such representations and the Closing Date warranties to be so true and correct (without giving effect to any limitation as to “material” or “materialityMaterial Adverse Effect” qualification contained in such representation and warrantyset forth therein) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, resulted in a Material Adverse Effect on Buyer or would not reasonably be expected to have, a material and adverse impact on diminution of the ability benefits of Buyer to timely consummate the transactions contemplated herebySeller hereunder; (iib) SK and Buyer shall have performed and complied with all of its their covenants hereunder through the Closing in all material respects through the Closingrespects; (iiic) (i) all notices to third parties contemplated by Section 5.3(a) of the Disclosure Schedule to have been delivered on or prior to the Closing shall have been delivered, and all third party consents or sublicenses or permits contemplated by Section 5.3(a) of the Disclosure Schedule to have been received on or prior to the Closing shall have been received, except where the failure to deliver such notices or to receive such consents or sublicenses or permits does not have a material adverse impact on the Business or result in a material liability to Sellers’ Representative , and (ii) Seller shall have received an officer’s certificate signed by a duly authorized officer evidence of Buyer each of the foregoing reasonably satisfactory to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedit; (ivi) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act any Antitrust Law shall have expired or otherwise been terminatedterminated and Sellers, Holdings, Newco and Buyer shall have received all other authorizations, consents, clearances and approvals of Governmental Authorities contemplated by Section 5.3(b) of the Disclosure Schedule to have been received on or prior to the Closing, where the failure to have received such other authorizations, consents, clearances and approvals would have a Material Adverse Effect on the Business or Seller, and (ii) Seller shall have received evidence of each of the foregoing reasonably satisfactory to it; (ve) there no Decree shall not be any Law or Order in effect preventing which (i) prohibits consummation of any of the transactions contemplated by this Agreement, or (ii) would be reasonably expected to result in any of the transactions contemplated by this Agreement being rescinded following consummation thereof; (vif) with respect to each Bonding Requirement, at the Closing, Buyer or Holdings shall have satisfied delivered to Seller either (x) an irrevocable, unconditional standby letter of credit or (y) cash collateral, in compliance with the payment obligations specified requirements in Section 2(b6.13, and, in each case, shall have entered into reimbursement agreements with respect to all Bonding Requirements with such bank or financial institution in accordance with Section 6.13; (g) aboveSeller shall have received evidence of the release of the Liens under the security documents contemplated by the credit agreements of Solutia and certain of its Subsidiaries, and directed the Company dated February 28, 2008, with respect to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)any Contributed Assets or any Newco Units; and (viih) Buyer each delivery contemplated by Section 2.8 to be delivered by Buyer, Newco or Holdings to Seller, Newco or Holdings shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closingbeen delivered.

Conditions to Seller’s Obligation. Sellers’ The obligation of each Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to satisfaction the fulfillment of the following conditions on as of the Closing Date: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above which are not qualified by materiality or material adverse effect shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above Article 7 which are qualified by materiality or material adverse effect shall be true and correct in all respects respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in throughout such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebywarranties; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (iiic) On or prior to the Closing Date, Buyer shall have delivered to the Sellers’ Representative shall have received an officer’s a certificate signed by a duly authorized officer of Buyer from Buyer, in form and substance reasonably satisfactory to the effect Sellers’ Representative, dated as of the Closing Date, stating that the conditions preconditions specified in Sections 3.03(a) and 3.03(b), inclusive, have been satisfied; and (d) The Ancillary Agreements shall be duly executed by Buyer. Any condition specified in this Section 3.03 may be waived by the Sellers’ Representative (on behalf of the Sellers); provided that no such waiver shall be effective against the Sellers unless it is set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under a writing executed by the Xxxx-Xxxxx-Xxxxxx Act shall have expired Sellers’ Representative or otherwise been terminated; (v) there shall not be any Law or Order unless the Sellers’ Representative agrees in effect preventing consummation of any of writing to consummate the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied Agreement without the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf fulfillment of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closingsuch condition.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv§3(d) above shall be have been true and correct in all material respects at and as of on the date of this Agreement and shall continue to be true and correct as of the Closing Date with Date, except, as to the same force and effect as if made on and as of Closing Date, to the extent that such date (except for representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect” or “Material Adverse Change” in which case Buyer 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; (iii) Sellers’ Representative Buyer shall have received an officer’s delivered to Sellers a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(i§7(b)(i)-(ii) and Section 7(b)(ii) have been satisfiedis satisfied in all respects; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; and (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit 7(b)(v) attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) To the extent that the Buyer shall has incurred Senior Indebtedness prior to the Closing, the Sellers, the Buyer and each of the Senior Lenders have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andentered into a Senior Indebtedness Subordination Agreement. (vii) Buyer shall have delivered all items set forth to Sellers Representative copies of the certificate of incorporation Buyer, certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Buyer’s incorporation; (viii) Buyer shall have delivered to Sellers Representative copies of the certificate of good standing or existence of Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Buyer’s incorporation; (ix) Buyer shall have delivered to Sellers Representative a certificate of the secretary or principal officer of Buyer, dated the Closing Date, in Section 2(dform and substance reasonably satisfactory to Sellers Representative, as to: (i) for which no amendments to the certificate of incorporation Buyer is obligated to deliver. Sellers’ Representative may waive any condition since the date specified in clause (vii) above; (ii) the bylaws of Buyer (as amended as required herein); (iii) appropriate resolutions of the board of directors and/or shareholders of Buyer authorizing the execution, delivery, and performance of this Section 7(bAgreement and the transactions contemplated hereby; and (iv) on behalf incumbency and signatures of Sellers if Sellers’ Representative executes a writing so stating at the officers of Buyer executing this Agreement or prior to the Closing.any other agreement contemplated by this Agreement;

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 the terms such as “Material Adverse Effect,” or “Material Adverse Change,” in which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (viiv) Buyer shall have satisfied delivered to Seller a certificate to the payment obligations effect that each of the conditions specified above in Section 2(b7(b)(i)-(iii) is satisfied in all respects; (v) the Parties and IBEX shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; and (vi) Buyer’s full and complete performance of all of its requirements, conditions, and directed obligations under the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Purchase Agreement; and (vii) all actions to be taken by Buyer shall have delivered in connection with consummation of the transactions contemplated hereby and all items set forth certificates, opinions, instruments, and other documents required to effectuate the transactions contemplated hereby will be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers all Seller if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3.2 above shall be true and correct in all material respects at as of the date hereof and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (date, except for to the extent that such representations and warranties are qualified by the term “material” or contain terms such as “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at as of the date hereof and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) Buyer 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,” in which case Buyer 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; (iiic) Sellers’ Representative no Proceeding shall have received be pending or threatened in writing before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, Order, decree, ruling or charge would (i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Sections 7.2(a) - (c) is satisfied in all items set forth in Section 2(drespects; (e) for which all waiting periods applicable under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated; and (f) the Escrow Agreement shall have been executed and delivered by Buyer is obligated to deliverand the Escrow Agent. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers 7.2 if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(ivArticle V (other than the Fundamental Representations) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at when made and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if though made on and as of the Closing Date, except (A) to the extent such date (except for representations and warranties which relate to any other specific are made as of a specified date, in which case the accuracy same shall continue on the Closing Date to be true and correct as of which the specified date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a material adverse effect on Buyer’s ability to consummate the Closing; and (ii) the Fundamental Representations of Buyer set forth in Article V shall be determined true and correct in all respects, except for any inaccuracies that are de minimis in nature, when made and as of the Closing Date as though made on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;Closing Date. (iib) Buyer shall have performed and complied with all of its covenants and agreements hereunder in all material respects through that are required to be performed and complied with prior to the Closing. (c) There shall not be any Action pending before, or threatened in writing by, any Governmental Authority seeking to prevent consummation of the purchase and sale of the Company Entities contemplated by this Agreement; provided, that notwithstanding the foregoing, the Sellers shall not be entitled to rely on this Section 8.02(c) as a condition to their obligations to consummate the Closing if any Seller has not complied in all material respects with its covenants and agreements in Section 6.02. (d) Xxxxx shall have delivered to Sellers at Closing the following: (i) a certificate, dated as of the Closing Date, to the effect that each of the conditions specified in Section 8.02(a) and Section 8.02(b) is satisfied; (ii) the Closing Cash Payment pursuant to Section 2.02; and (iii) Sellers’ Representative the Assignment of Membership Interests, duly executed by Xxxxx. (e) Sellers shall have received an officerobtained the Required Consents. (f) Unless waived by Sellers in accordance with Section 6.07, Buyer shall have provided Sellers with evidence reasonably satisfactory to Sellers of Buyer’s certificate signed successful replacement and release of the Support Obligations with parent guarantees, letters of credit, bonds, indemnities or another credit assurance of a comparable and sufficient nature, in each case in a form that satisfies the requirements of the underlying Contract requiring provision of such Support Obligations and that has been accepted by a duly authorized officer of Buyer the counterparty to such Contract. (g) The Guarantee shall be in full force and effect. (h) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority required to consummate the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) transactions contemplated hereby shall have been satisfied; (iv) all applicable waiting periods (filed, made or obtained, including approval by FERC under the Federal Power Act and any extensions thereof) clearance under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverAct. Sellers’ Representative Sellers may waive any condition specified in this Section 7(b) 8.02 on behalf of Sellers if Sellers’ Representative executes Xxxxxxx execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to the satisfaction (or waiver, if lawful), as of the Closing, of each of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth contained in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article 4 hereof shall be true and correct in all material respects at and as of the date of this Agreement and on the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date and, at the Closing, Buyer shall have executed and delivered to Seller a certificate to that effect. (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (Bb) all other representations and warranties The obligations of Buyer set forth in Section 3(b) above shall to be true and correct in all respects at and as of performed before the date Closing Date pursuant to the terms of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have been performed and complied with all of its covenants hereunder in all material respects through and, at the Closing;, Buyer shall have executed and delivered to Seller a certificate to that effect. (iiic) Sellers’ Representative On the Closing Date there shall have received an officer’s certificate signed be (i) no injunction, writ, preliminary injunction or other order in effect of any nature issued by a duly authorized officer of Buyer to court or governmental authority having jurisdiction that prohibits or restrains or restricts in any material respect the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated hereby or (ii) no statute, rule, regulation, judgment order enacted, entered, enforced, promulgated or deemed applicable to the transactions contemplated by this Agreement;Agreement that prohibits the consummation of the transactions contemplated hereby or materially limits Buyer's ability to operate South Buffalo's business as currently conducted. (vid) Seller and Buyer shall have satisfied entered into and delivered the payment obligations specified Confidentiality Agreement referred to in Section 2(b) above8.2.1(b), the Transportation and Related Services Agreement referred to in Section 8.3, the Cooperation Agreement referred to in Section 8.4, and directed the Company Transition Services Agreement referred to pay the aggregate Option Cancellation Payments pursuant to in Section 2(f)(ii); and8.7. (viie) Seller and Buyer shall have delivered obtained all items set forth required approvals, permits, authorizations and consents of any governmental, administrative or regulatory agency (federal, state, local or otherwise), which are listed on Exhibit 6.2(e), upon terms reasonably acceptable to both parties. (f) Seller shall have reasonably satisfied itself that neither Seller nor its affiliates shall have any liability for labor protection that may be imposed in Section 2(d) for connection with this transaction (other than labor protection that arises pursuant to the terms of a collective bargaining agreement to which Buyer Seller, its affiliates and/or South Buffalo is obligated to delivera party). Sellers’ Representative Notwithstanding the foregoing, Seller may waive any condition specified the satisfaction of the conditions contained in this Section 7(bSections 6.2(a), (b), (e) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior (as it relates to the ClosingSeller's approvals) and (f).

Conditions to Seller’s Obligation. The Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i)3(b)(ii) above shall be true and correct in all respects at and as of the Closing Date, Section 3(b)(ii)without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty, and (B) the other representations and warranties set forth in Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the terms “material,” or contain terms such as “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its covenants and obligations 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,” in which case Buyer 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; (iii) Sellers’ Representative no Governmental Order shall have received an officer’s certificate signed by a duly authorized officer of Buyer to been issued and be in effect, and no Action shall be pending before any Governmental Authority or arbitrator which has the effect, or would have the effect that the conditions set forth in Section 7(b)(iif determined adversely, of (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired restraining or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements or (B) causing any of the transactions contemplated by this Agreement or any of the Ancillary Agreements to be rescinded following consummation; (iv) Buyer shall have delivered to Sellers a certificate dated as of the Closing Date signed on behalf of Buyer by a duly authorized executive officer of Buyer to the effect that each of the conditions specified above in Sections 7(b)(i) -(iii) is satisfied in all respects; (v) all Governmental Approvals required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including those set forth in Section 4(c)(ii) of the Sellers Disclosure Schedule; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company delivered to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andSellers a duly executed Form W-9 for Buyer; (vii) Buyer or its applicable Affiliates (including the Targets) shall have executed and delivered the Ancillary Agreements to which they are contemplated to be a party and the same shall be in full force and effect; (viii) Buyer shall have executed and delivered to GAFRI the warrant agreement substantially in the form attached hereto and incorporated herein as Exhibit G; and (ix) all items set forth actions to be taken by Buyer in Section 2(d) for which Buyer is obligated connection with consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and all certificates, instruments, and other documents required to delivereffect the transactions contemplated by this Agreement and the Ancillary Agreements will be reasonably satisfactory in form and substance to Sellers. Sellers’ Representative The Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed contemplated by them hereunder is this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article 4 hereof shall be true and correct in all material respects at and as of the date of this Agreement Closing as though then made and as though the Closing Date with the same force and effect as if made on and as of such date (except was substituted for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in throughout such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebywarranties; (iib) Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (iiic) Sellers’ Representative Sellers shall have received from Purchaser's counsel, Vedder, Price, Kaufxxx & Xammholz, an officer’s certificate signed by a duly authorized officer of Buyer opinion with respect to the effect that the conditions matters set forth in Section 7(b)(i) Exhibit F attached hereto, addressed to Sellers and Section 7(b)(ii) have been satisfieddated the Closing Date, in form and substance reasonably satisfactory to Sellers; (ivd) all applicable waiting periods (no action or proceeding before any court or government body shall be pending or threatened which, in the judgement of Sellers, made in good faith and any extensions thereof) under upon advice of counsel, makes it inadvisable or undesirable to consummate the Xxxx-Xxxxx-Xxxxxx Act transactions contemplated hereby by reason of the probability that the action or proceeding shall have expired result in a judgment, decree or otherwise been terminated; (v) there shall not be any Law order which would prevent the carrying out of this Agreement or Order in effect preventing consummation of 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 Purchased Assets or Business; (vie) Buyer all consents by third parties that are required for the transfer of the Purchased Assets and the Business to Purchaser as contemplated hereby from Sellers to Purchaser 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 Sellers are 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 satisfied been obtained on terms and conditions satisfactory to Sellers in their sole discretion; (f) the payment Major Shareholder and Nancx Xxxxxxxx xxxll be released from their guaranty of the Sellers' obligations specified in Section 2(b) above, and directed under the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Lease Agreement; and (viig) Buyer all proceedings to be taken by Purchaser in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Sellers shall have delivered all items set forth be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSellers and their counsel. Sellers’ Representative may waive any Any condition specified in this Section 7(b) on behalf of 6.1 may be waived by Sellers; provided that no such waiver shall be effective against Sellers if Sellers’ Representative executes unless it is set forth in a writing so stating at or prior to the Closingexecuted by Sellers, except as otherwise provided in Section 9.3.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder Transaction is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article 5 shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer 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 which case Buyer 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; (iiic) Sellers’ Representative The Parties shall have received obtained approvals from all necessary Governmental Authorities to consummate the Transaction, including, without limitation, approval from the DOH; (d) no Claim shall be pending or threatened before (or that could come before) any Governmental Authority wherein an officer’s unfavorable injunction, judgment, Order, decree, ruling, or charge could (A) prevent consummation of the Transaction, or (B) cause the Transactions to be rescinded following consummation; (e) Buyer and Jushi shall each have delivered to Seller a certificate signed by a duly authorized officer of Buyer to the effect that each of the conditions set forth specified above in Section 7(b)(i7.2 (a), (b) and Section 7(b)(ii(d) have been satisfiedare satisfied in all respects; (ivf) all applicable waiting periods (actions to be taken by Buyer in connection with consummation of the Transactions and any extensions thereof) under all certificates, opinions, instruments, agreements and other documents required to effect the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminatedTransactions will be reasonably satisfactory in form and substance to Seller; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vig) Buyer shall have satisfied executed the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Supply Agreement; and (viih) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverexecuted the Transition Services Agreement. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative Seller executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller's obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(ivArticle 4 above (read without any materiality qualifications) above shall be true and correct in all material respects at as of the Effective Date and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for to the extent that such representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and speak as of that specified an earlier date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall than such failures to be true and correct that, individually or in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific dateaggregate, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to haveresult in a Purchaser Material Adverse Effect Notwithstanding the foregoing, a material and adverse impact on Section 4.9 shall be disregarded for purposes of the ability of Buyer to timely consummate the transactions contemplated herebyprior sentence if Purchaser exercises its Cash Substitution Right in full accordance with Section 2.4; (iib) Buyer Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iiic) Sellers’ Representative there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) Purchaser shall have received an officer’s delivered to Seller a certificate signed by a duly authorized officer dated as of Buyer the Closing Date to the effect that each of the conditions specified above in Section 6.2(a)-(c) is satisfied in all respects; (e) during the period from the Effective Date to the Closing Date, there shall not have been any Purchaser Material Adverse Effect; provided, however, that this closing condition shall be void and be of no further force and effect if the Purchaser exercises its Cash Substitution Right in full in accordance with the time periods set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied2.4; (ivf) Purchaser shall have executed the Registration Rights Agreement; (g) the Shares issued hereunder, if any, shall have been admitted for listing on the NASDAQ Stock Market; (h) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (vi) there the Transitional Trademark License, in substantially the form attached as Exhibit 7.5 hereto, shall not be any Law or Order fully executed and in effect preventing full force and effect; and (j) all actions to be taken by Purchaser in connection with consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) abovehereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 6.2 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to the satisfaction of the following conditions on as of the Closing DateClosing: (ia) (A) the The representations and warranties of made by Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to in any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of certificate delivered by any Buyer set forth in Section 3(b) above pursuant hereto shall be true and correct in all respects at and as of the date of this Agreement hereof and the Closing Date Date; (without giving effect to any “material” or “materiality” qualification contained b) The Buyer shall have performed and complied in such representation and warranty) all respects with the same force obligations and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure covenants required by this Agreement to be so true performed or complied with by Buyer on or prior to the Closing Date; (c) The Parties shall have received or obtained all consents and correct has not hadapprovals, or would not reasonably be expected to haveif any, a material and adverse impact on from Governmental Authorities that are necessary for the ability consummation of Buyer to timely consummate the transactions contemplated hereby; (iid) The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through delivered to the Closing; Sellers (iiii) Sellers’ Representative shall have received an officer’s a certificate signed by a duly authorized an officer or agent of Buyer to Buyer, dated the effect date of the Closing, stating that the conditions set forth specified in this Section 7(b)(i) and Section 7(b)(ii) 3.2 have been satisfied; satisfied as of the Closing, (ivii) all applicable waiting periods (certified copies of resolutions of the board of directors of Buyer authorizing and any extensions thereof) under approving the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing execution, delivery and performance of this Agreement and the consummation of any of the transactions contemplated hereby, (iii) a good standing certificate for Buyer, issued on or soon before the Closing Date by the appropriate department of the State of Nevada and (iv) a certificate of the Secretary or Assistant Secretary (or Person performing similar functions) of Buyer as to the incumbency of the officer(s) of Buyer executing this Agreement; (vi) Buyer shall have satisfied Agreement and the payment obligations specified in Section 2(b) above, other agreements contemplated hereby to be executed and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)delivered by Buyer; and (viie) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or Governmental Authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby, and no investigation that could result in any such suit, action or proceeding shall be pending or threatened. All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by the Sellers shall have delivered all items set forth be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverthe Sellers. Sellers’ Representative may waive any Any condition specified in this Section 7(b) on behalf of 3.2 may be waived only in writing by the Sellers if Sellers’ Representative executes a writing so stating at or prior to and specifying in reasonable detail the Closingprovision being waived.

Conditions to Seller’s Obligation. Sellers’ The obligation of Sellers to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) the Parties and each Company, and its Subsidiaries shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(i), Section 3(b)(ii), and Section 4(c) above; (vi) Buyer shall have satisfied delivered the payment obligations specified in Section 2(b) above, Note and directed the Company Security Documents to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Sellers; and (vii) all actions to be taken by Buyer shall have delivered in connection with consummation of the transactions contemplated hereby, including the payment of the Purchase Price, and all items set forth certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverthe Sellers. Sellers’ Representative The Sellers may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed contemplated by them hereunder this Agreement is subject to satisfaction the satisfaction, on or prior to the Closing Date, of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall Article III hereof will be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the Closing Date with the same force and effect as if made date hereof) shall only need to have been true on and as of such date date; (except b) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) The applicable waiting periods under the HSR Act shall have expired or been terminated and all other material governmental filings, authorizations and approvals that are required for representations the consummation of the transactions contemplated hereby will have been duly made and warranties which relate obtained; (d) Seller shall receive the requisite approval of its shareholders with respect to the transaction contemplated by this Agreement; (e) There shall not be threatened, instituted or pending any other specific dateaction or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as consummation of the date transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not hadAgreement, or would not reasonably be expected (iii) otherwise relating to have, a material and adverse impact on the ability of Buyer to timely consummate materially adversely affecting the transactions contemplated hereby; (f) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in subsection (d) above; (g) Seller shall have received from counsel for Buyer a written opinion, dated as of the Closing Date, addressed to Seller and satisfactory to Seller's counsel, in form and substance substantially as set forth in Exhibit B attached hereto; and (h) On the Closing Date, Buyer will have delivered to Seller: (i) a wire transfer in immediately available funds in the amount described in Sections 1.5(b)(i), (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through (iii); (ii) the Closingexecuted Note; (iii) Sellers’ Representative shall have received an officer’s a certificate signed by a duly authorized officer of the appropriate officer(s) of Buyer in form and substance satisfactory to Seller, dated the effect Closing Date, stating that the conditions precedent set forth in Section 7(b)(isubsections (a) and Section 7(b)(ii(b) above have been satisfied;, (iv) all applicable waiting periods (and any extensions thereof) appropriate assignment documents assuming Seller's obligations under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminatedReal Property Leases and Contracts; (v) there shall not be any Law or Order in effect preventing a copy of the text of the resolutions adopted by the Board of Managers of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of any all of the transactions contemplated by this Agreement;, along with a certificate executed on behalf of Buyer by its corporate secretary certifying to Seller that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded, and (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) an incumbency certificate executed on behalf of Sellers if Sellers’ Representative executes a writing so stating at Buyer by its corporate secretary certifying the signature and office of each officer executing this Agreement or prior any of the Related Agreements. (i) Seller shall have obtained landlords' consents to the Closingassignment of the Real Estate Leases. (j) Seller shall have received an opinion from its investment adviser that the consideration to be received by the Seller in the transactions contemplated by the Agreement is fair, from a financial point of view.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv3(b) above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change”, in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above which shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law pending Legal Proceeding or any Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Buyer shall have delivered to Sellers a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) have been satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties, Target, and its Subsidiaries shall have received all other authorizations, consents, and approvals referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; and (vi) Buyer shall have satisfied executed and delivered or caused to be executed and delivered to Sellers’ Representative the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverEscrow Agreement duly executed by Buyer. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of all Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) Article IV above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the “material,” “Material Adverse Effect” and “Material Adverse Change”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer 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 which case Buyer shall have performed and complied with all of such covenants (as so written, including the “material,” “Material Adverse Effect” and “Material Adverse Change”) in all respects though the Closing; (iiic) Sellers’ Representative no action, suit or proceeding shall have received be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered all items set forth to Seller a manager’s certificate to the effect that each of the conditions specified above in Section 2(d7.2(a)-(c) for which is satisfied in all respects; (e) [INTENTIONALLY OMITTED]; and (f) all actions to be taken by Buyer is obligated in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to delivereffect the transactions contemplated hereby will be satisfactory in form and substance to Seller. Sellers’ Representative Seller, in its sole discretion, may waive any condition specified in this Section 7(b) on behalf of Sellers 7.2 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation All obligations of Seller hereunder are subject at the option of Seller, to consummate the transactions to be performed by them hereunder is subject to satisfaction fulfillment of each of the following conditions on at or prior to the Closing DateClosing, and Purchaser shall exert its best efforts to cause such condition to be so fulfilled: (ia) (A) the All representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Purchaser contained herein shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for said representations and warranties which relate to any other specific datesurvive Closing); (b) All covenants, agreements and obligations required by the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date terms of this Agreement and to be performed by Purchaser at or before the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have been duly and properly performed and complied with all of its covenants hereunder in all material respects through the Closingand all deliverables to be provided by Purchaser at Closing as described in Section 6.2(b) shall have been duly executed and delivered; (iiic) Sellers’ Representative No action, suit or proceeding shall have received an officer’s certificate signed by a duly authorized officer of Buyer be pending or threatened before any court, governmental agency or authority to enjoin, restrain or prohibit this Agreement or the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)Contemplated Transaction; and (viid) Buyer [intentionally omitted]. (e) 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, and delivered all items set forth to Purchaser. (f) That approval for the transfer of the Acquired Assets and the Contemplated Transaction, including the ability of Purchaser to serve the Kapalua future expansion area, have been duly and properly obtained from the Commission in Section 2(dform and content acceptable to Seller in its discretion. (g) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf That Seller has received approval of Sellers if Sellers’ Representative executes a writing so stating at or prior to its Board of Directors no later than the Closingend of the Due Diligence Period.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate perform, fulfill or carry out its agreements, undertakings and obligations herein made or expressed to be performed, fulfilled or carried out on the transactions Closing Date is and shall be subject to fulfillment of or compliance with, on or prior to the Closing Date, the following conditions precedent, any of which may be waived by Seller, in its sole discretion, in whole or in part: (a) Each of Buyer's representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the time of the Closing and shall then be true in all material respects, except for changes contemplated by this Agreement. Buyer shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them hereunder is subject Buyer prior to satisfaction or at the Closing. Seller shall have been furnished with a certificate of the following conditions on Buyer's Chief Executive Officer, Vice Chairman or Senior Vice President, dated the Closing Date: (i) (A) , certifying to the fulfillment of the foregoing conditions by Buyer and to the truth and correctness in all material respects, except for changes contemplated by this Agreement, as of the Closing Date, of the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(ivcontained herein. (b) above There shall not then be true and correct in all material respects at and as of the date of pending by any third party any suit or proceeding to restrain or invalidate this Agreement or the transactions contemplated hereby; provided, however, if Buyer desires to close notwithstanding any such suit or proceeding and the Closing Date with the same force agrees to indemnify and effect hold harmless Seller from any damages, losses, liabilities and expenses (including reasonable attorneys' fees and expenses) incurred by Seller as if made on and as a result of such date (except for representations and warranties which relate suit or proceeding, then Seller shall nevertheless be obligated to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;. (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viic) Buyer shall have delivered all items set forth to Seller on the Closing Date the Purchase Price as provided in Section 2(d3.01 hereof. (d) All consents, approvals and actions of third parties, including all approvals from Federal, state and local authorities (including the FCC and all public service commission and public utilities commission or comparable bodies exercising jurisdiction over Seller) as may be required for which the valid assignment and transfer by Seller to Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified of the Purchased Assets shall have been obtained; provided, however, that such consents, approvals and actions need not be Final Orders. (e) Seller shall have been furnished with an opinion of Rubix Xxxx Xxxxx Xxxstant & Friexxxx, xxunsel for Buyer, dated the Closing Date, substantially in this Section 7(b) on behalf the form of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.Exhibit 6.02

Conditions to Seller’s Obligation. Sellers’ The Seller's obligation to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) inss.4 above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law injunction, judgment, order, decree, ruling, or Order charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (viiv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above inss.7(b)(i)-(iii) is satisfied in all respects; (v) Buyer shall have delivered to Seller an executed copy of each of the payment obligations specified in Section 2(b) aboveLicense Agreement and the Supply Agreement, and directed an assumption agreement whereby Buyer and Target shall assume all of Seller's obligations under each Seller Lease and Seller Personal Property Lease; (vi) Seller shall have received from the Company lenders under its Credit Agreement, dated as of August 6, 1999 and amended and restated as of January 11, 2002, among Mattress Holding Corporation, Seller, the lenders party thereto and JPMorgan Chase Bank, as Administrative Agent, a consent and waiver with respect to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii)transactions contemplated in this Agreement; and (vii) all actions to be taken by Buyer shall have delivered in connection with consummation of the transactions contemplated hereby and all items set forth certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in Section 2(d) for which Buyer is obligated form and substance to deliverSeller. Sellers’ Representative Seller may waive any condition specified in this Section 7(bss.7(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) conditions: the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above 4 shall be true and correct in all material respects at and as of the date Effective Date; Buyer shall have in place an employee benefit plan and a customary employee incentive stock plan or other form of equity incentive plan mutually agreed upon by the Parties; Buyer shall have delivered the Closing Cash to Seller in accordance with Section 2.4(a); Buyer shall have issued the Closing Shares, if any, to Seller in accordance with Section 2.4(c); Buyer shall have issued the Equity Commitment Letter to Seller in accordance with Section 4.8; Buyer shall have enacted the Bylaws of the Board of Directors of Buyer and the Bylaws of the Board of Trustees of Buyer (together, the “Buyer Bylaws”) in the forms attached hereto as Exhibit J and Exhibit K, respectively. the appropriate deliberative investment bodies of Buyer, Buyer’s Parent and UVF shall have approved the transactions contemplated hereby and delivered to Seller written evidence of such to Seller’s satisfaction; Buyer shall have delivered to Seller a certificate certified by the Chief Executive Officer that each of the conditions specified in this Section 7.3 are satisfied in all respects (the “Buyer Officer’s Certificate”); Buyer shall have delivered to Seller a certificate of the secretary of Buyer (the “Buyer Secretary’s Certificate”), dated as of the Effective Date, in form and substance reasonably satisfactory to Buyer, and such Secretary’s Certificate shall contain: the Certificate of Incorporation of Buyer as certified from the Secretary of State and certification that there have been no amendments thereto; the Buyer Bylaws and certification that there have been no amendments thereto; copies of the certificate of good standing certified by the Secretary of State of the jurisdiction of each jurisdiction in which Seller is incorporated or qualified to do business and if applicable, a good standing from the franchise tax board; resolutions of the Board of Directors of Buyer authorizing the execution, delivery, and performance of this Agreement, the Escrow Agreement and the transactions contemplated hereby; and incumbency and signatures of the officers of Buyer executing this Agreement and the Closing Date with the same force other Transaction Agreements; and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure actions to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of taken by Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied in connection with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) abovehereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliverBuyer. Sellers’ Representative Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 7.3 if Sellers’ Representative it executes a writing so stating written waiver thereof at or prior to the Closingany time.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 4 above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for those representations and warranties qualified by “material,” which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects respects) at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer Buyers shall have performed and complied with all of its their covenants hereunder in all material respects (other than those covenants contained in Section 2(e) which shall have been complied with in all respects) through the Closing; (iii) Sellers’ Representative no action, suit, or proceeding shall have received be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (A) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) each Buyer shall have delivered to Seller a certificate, executed by an authorized officer of such Buyer, to the effect that each of the conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) Seller shall have received the consent of Xxxxx Fargo Bank, National Association identified in Schedule 3(c) of Seller’s Disclosure Schedule and such consent shall be in full force and effect; (vi) Buyer Seller shall have satisfied received the payment obligations specified consent of Carolina Manufacturer’s Services, Inc. to the assignment and assumption of the CMS Agreement by Seller to Buyers; (vii) all actions to be taken by Buyers in Section 2(b) aboveconnection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and directed other documents required to effect the Company transactions contemplated hereby will be reasonably satisfactory in form and substance to pay Seller; (viii) Buyers shall have paid the aggregate Option Cancellation Payments pursuant Purchase Price to Seller; (ix) Buyers shall have paid a one time set-up fee to Seller in the amount of $2,500 in connection with the transition services to be provided by Seller to Buyers under Section 2(f)(ii5(b); and (viix) Buyer PharmaCare US shall have delivered paid to Parent all items set forth in Section 2(d) Daily Fees due to Parent under the terms of that certain Agreement by and between PharmaCare US and Parent effective as of July 15, 2009 for which Buyer is obligated to delivercertain services provided by Xxxxxxxx Xxxx (the “Weld Agreement”). Sellers’ Representative Seller may waive any condition specified in this Section 7(b6(b) on behalf of Sellers if Sellers’ Representative it executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation obligations to consummate the transactions to be performed by them hereunder in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (ia) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article 4 shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on and the Closing Date, provided that any representation or warranty that specifically references a different date as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall it is given must be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific different date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through that are required to be performed at or before the Closing; (iiic) Sellers’ Representative No actions, suit, or proceedings shall have received be pending or threatened by or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(iunfavorable injunction, judgment, order, decree, ruling, or charge would (i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing prevent consummation of any of the transactions contemplated by this AgreementAgreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (viid) Buyer shall have delivered all items set forth to Sellers a certificate to the effect that each of the conditions specified in Section 2(d7.2(a)-(c) for which is satisfied in all respects; and (e) All actions to be taken by Buyer is obligated in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to deliver. effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers’ Representative may Representative. Requisite Sellers may, if legally permissible, waive any condition specified in this Section 7(b) 7.2 on behalf of all Sellers if Sellers’ Representative executes they execute a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed provided for by them hereunder this Agreement is subject to satisfaction the satisfaction, on or prior to the Closing Date, of each of the following conditions on the Closing Dateconditions: (ia) (A) Each of the representations and warranties of Buyer set forth made in Section 3(b)(i)3.2, Section 3(b)(ii)(i) if specifically qualified by materiality, shall be true and Section 3(b)(ivcomplete as so qualified and (ii) above if not qualified by materiality, shall be true and correct in all material respects at respects, in each case as of the date hereof and as of the date of this Agreement and the Closing Date with the same force as though made at such time, except where any such representation or warranty is specific as of a specific earlier date, in which event it shall remain true and effect correct (as if made on and qualified) as of such date (except for representations and warranties which relate to any other specific earlier date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby;. (iib) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through with all covenants, obligations and agreements required to be performed or complied with by it in connection herewith on or prior to the Closing Date. (c) At the Closing; (iii) Sellers’ Representative , Buyer shall have received an officer’s certificate delivered to Seller a Certificate signed by the CEO, President or a duly authorized officer Vice President of Buyer Buyer, and dated the Closing Date, to the effect that to the best of the knowledge and belief of such officer the conditions set forth specified in Section 7(b)(iSections 6.2(a) and Section 7(b)(ii(b) have been satisfied;fulfilled. (ivd) At the Closing, Buyer shall have delivered to Seller copies of Buyer’s Second Amended and Restated By-laws and Second Amended and Restated Certificate of Incorporation, each certified by the corporate Secretary of Buyer to be true, correct, complete and in full force and effect and unmodified as of the Closing Date. (e) At the Closing, Buyer shall have delivered to Seller Certificates of corporate good standing for Buyer from the State of Delaware, dated not more than ten (10) days prior to the Closing. (f) The Seller or Company shall have procured all of the third-party consents set forth on Schedule 3.1(f), the applicable waiting periods (and any extensions thereof) period under the Xxxx-Xxxxx-Xxxxxx HSR Act shall have expired or otherwise been terminated;terminated and all foreign anti-trust approvals, if required, shall have been obtained. (vg) there shall not be any Law No litigation, action, suit, investigation, claim or Order in effect preventing consummation of any of proceeding challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions contemplated by provided for in this Agreement;Agreement shall have been instituted and not settled or otherwise terminated. (vih) Buyer Seller shall have satisfied the payment obligations specified received from Jxxxxxx Xxxx, counsel to Buyer, an opinion in Section 2(b) above, form and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items substance as set forth in Section 2(d) for which Buyer is obligated Exhibit C attached hereto, addressed to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf Seller and dated as of Sellers if Sellers’ Representative executes a writing so stating at or prior to the ClosingClosing Date.

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (A) the The representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) 3 above shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect,” in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term “material” or “Material”) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (ii) Buyer 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 terms such as “material” and “Material Adverse Effect,” in which case Buyer 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; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there There shall not be any Law injunction, judgment, order, decree, ruling or Order charge in effect preventing consummation of any of the transactions contemplated by this AgreementTransactions; (iv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 6(b)(i)-(iv) is satisfied in all respects; (v) Buyer and Seller shall have received all authorizations, consents and approvals of any Governmental Authority referred to in Section 3(b) above; (vi) The Escrow Agent and Buyer shall have satisfied executed the payment obligations specified in Section 2(b) above, Escrow Agreement and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); andWorking Capital Escrow Agreement; (vii) All requisite approval of the Shareholders, with respect to the Transactions, under the Shareholders Agreement, the NCBCA and the Amended Charter shall have been obtained; (viii) All actions to be taken by Buyer in connection with consummation of the Transactions and all certificates, instruments of assumption, opinions, instruments and other documents required to effect the Transactions will be reasonably satisfactory in form and substance to Seller; (ix) Buyer shall have delivered all items set forth in documents and instruments required pursuant to Section 2(d2(j) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.above; and

Conditions to Seller’s Obligation. Sellers’ Seller’s obligation to consummate the transactions to be performed contemplated by them hereunder this Asset Purchase Agreement is subject to satisfaction conditioned upon satisfaction, or waiver by Seller in writing, of all of the following conditions on or before the Closing Date: (ia) The performance by Purchaser of all of Purchaser’s covenants and agreements under this Asset Purchase Agreement that are to be performed or satisfied on or prior to Closing, including but not limited to the procurement and delivery of all items required to be delivered under Section 7.3 hereof. (Ab) No suit, action, arbitration or legal, administrative or other proceeding or governmental investigation shall be pending or threatened against Purchaser in relation to or affecting the consummation of the transactions contemplated by this Asset Purchase Agreement. (c) Seller’s reasonable approval or satisfaction of each item under this Asset Purchase Agreement that Seller is entitled to approve or be satisfied with, including without limitation, all items that Seller reviews due to its Due Diligence efforts and all schedules and exhibits hereto. (d) Each of the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be Purchaser is true and correct in all material respects at and as of the date Closing. (e) Seller has not exercised the cancellation option under Section 8 below. (f) There will not have been any material adverse change in the business of Purchaser or Prospect Medical Holdings, Inc. For the purpose of this Section 7.5, “material adverse change” shall mean any change that has resulted, will result or is likely to result in a material adverse effect on the business, results of operation, financial position or assets of Purchaser. (g) Seller will have obtained the approval of the bankruptcy court for this transaction. (h) The Management Services Agreement between Prospect Health Source Medical Group, Inc. and the Closing Date with the same force and effect Prospect Medical System, Inc., attached as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified dateExhibit 1.1(g), shall have been executed and delivered. (Bi) all other representations The Guaranty of Purchaser’s obligations by Prospect Medical Holdings, Inc., attached hereto as Exhibit 7.5(i), shall have been executed and warranties delivered. (j) Purchaser will have caused Prospect Health Source Medical Group, Inc. to be capitalized in the amount of Buyer set forth in Section 3(b) above shall be true $50,000 cash. Further, Prospect Health Source Medical Group, Inc. must have adopted the Articles of Incorporation, Certificate of Amendment of Articles of Incorporation, Action by Incorporator, Bylaws, and correct in all respects at and as Written Consent of the date of this Agreement and Directors in the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect form attached hereto as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified dateExhibit 7.5(j), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligation. Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction i. Seller’s sale of the following conditions on Premises and the Closing Date: Seller Lease (ias defined herein) (A) are contingent upon Seller obtaining all approvals and other consents required for the representations sale of the Premises by Seller and warranties the lease of Buyer set forth the Senior Center and the approval by the governing body of the Seller and/or electors of Seller as required in accordance with State law, including but not limited to Section 3(b)(i), Section 3(b)(ii)8-24 of the Connecticut General Statutes, and Section 3(b)(ivthe ordinances and charter of Seller on or before the date that is sixty (60) above days after the expiration of the Financing Contingency Period (the “Seller’s Approval Deadline”). In the event that the Seller does not obtain such approvals by the Seller’s Approval Deadline, the Seller shall have the right to terminate this Agreement by written notice to Purchaser, received by Purchaser at any time prior to the expiration of the Seller’s Approval Deadline, and thereupon this Agreement shall be true and correct in all material respects at and as of void with no recourse to the date parties except those provisions which expressly survive termination of this Agreement and the Closing Date with Deposit shall be returned to Purchaser. ii. The sale of the same force Premises is conditioned upon Seller successfully undertaking an action for cy press or such other applicable action for the release of any restrictions which limits the use of the Property to education purposes prior to the Closing. The Seller hereby represents that it has commenced said action and effect as if made on and as of is diligently pursuing it to a conclusion. In the event that the Seller does not obtain such date (except for representations and warranties which relate to any other specific daterelease by the Closing, the accuracy of which Purchaser shall have the right to terminate this Agreement by written notice to Seller, and thereupon this Agreement shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of void with no recourse to the date parties except those provisions which expressly survive termination of this Agreement and the Deposit shall be returned to Purchaser. Notwithstanding the foregoing, if the cy press action is still pending as of the Closing Date, the Purchaser may extend the Closing Date (without giving effect to any “material” or “materiality” qualification contained a date when the parties can evaluate the ruling in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closingsaid case.

Conditions to Seller’s Obligation. Sellers’ The obligation of Seller to consummate the transactions to be performed by them hereunder it in connection with the Closing is subject to satisfaction of the following conditions on the Closing Dateconditions: (i) (Aa) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above Article IV shall be true and correct in all material respects at and as of the date of this Agreement and Closing Date, except to the Closing Date with the same force and effect as if made on and as of extent that such date (except for representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other case such representations and warranties of Buyer set forth in Section 3(b(as so written, including the term "material" or "Material") above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated herebyDate; (iib) Buyer Purchaser 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 which case Purchaser 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; (iiic) Sellers’ Representative no Proceeding shall be pending before any Governmental Authority wherein an unfavorable Order would (i) prevent consummation of any of the Contemplated Transactions or (ii) cause any of the Contemplated Transactions to be rescinded following consummation (and no such Order shall be in effect); (d) Purchaser shall have obtained Purchaser's Required Consents (all of which shall be in full force and effect as of the Closing); (e) Seller shall have obtained Seller's Required Consents (all of which shall be in full force and effect as of the Closing); (f) Seller shall have received an officer’s certificate signed by a duly authorized officer all necessary authorizations, consents, and approvals of Buyer any Governmental Authorities in order to consummate the Contemplated Transactions (all of which shall be in full force and effect that as of the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfiedClosing); (ivg) 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; (h) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act in respect of approvals or consents from Governmental Authorities shall have expired or otherwise been terminated; (vi) there Purchaser shall not have fully paid and discharged the Third Party Debt that is being required to be any Law or Order fully paid and discharged at Closing by the lenders thereunder in effect preventing consummation of any of the transactions contemplated by this Agreement;accordance with Debt Pay-Off Letters. (vij) Buyer Purchaser shall have satisfied fully paid and discharged all Seller Transaction Fees as said fees are defined in Article I to the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments extent such Seller Transaction Fees have not already been discharged by Seller pursuant to Section 2(f)(ii)6.4(v) up to the Seller Transaction Fees Limit in accordance with Expense Pay-Off Letters where applicable. (k) Seller shall have received all of the certificates, instruments and documents set forth in Section 8.2; and (viil) Buyer Purchaser shall have delivered all items set forth to Seller a certificate to the effect that each of the conditions specified in Section 2(d7.2(a) for which Buyer - (l) is obligated to deliver. Sellers’ Representative satisfied in all respects; Seller may waive any condition specified in this Section 7(b) on behalf of Sellers 7.2 if Sellers’ Representative it executes a writing so stating at or prior to the Closing.