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

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate the transactions contemplated hereby is subject to the fulfillment of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing DateDate (or, if made as of a specific date in the text of such representations and warranties, at and as of such date), except as affected by the transactions contemplated by this Agreement and except for such failures of representations or warranties to be true and correct (without regard to any materiality or Material Adverse Effect qualifiers therein) which, individually or in the aggregate, would not have a Material Adverse Effect. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including all obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performedperformed in all material respects. (c) Seller CBA shall have received all of executed a joinder hereto (or shall be deemed to have done so by a court order) or otherwise agreed to sell its Membership Interests in the agreements, certificates, documents and items specified in Section 8.2Company to Purchaser on terms materially similar to those set forth herein or on such other terms as are satisfactory to Purchaser. (d) No suitlawsuit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, hinder the consummation of the transaction transactions contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation of Seller to consummate close the transactions transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which which, this Agreement may, at Seller's ’s option, be terminated pursuant to and with the effect set forth in Article XIIX: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performedperformed in all material respects. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (d) Purchaser shall have delivered to Seller the written opinion of Black, Xxxxxxx and Xxxxxxxx, LLC, counsel for Purchaser, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto. (e) No suit, proceeding or investigation All of the consents and approvals referred to in Section 3.2(c) shall have been commenced obtained (without cost to Purchaser or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Company in excess of the transaction contemplated herebynormal and customary cost associated therewith). (f) Approval Purchaser and/or the Company shall have obtained releases of Seller from any personal guarantees of any obligations of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Company. (g) The amount of waiting period set forth in the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionHSR Act and the rules promulgated thereunder shall have expired or otherwise terminated.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment of all of the following conditions satisfaction on or prior to the Closing Date, upon Date of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect conditions set forth in Article XIbelow: (a) Each Buyer shall have performed and every representation complied in all material respects with all agreements required by this Agreement to be performed and warranty made complied with by Purchaser it at or prior to the Closing Date and all deliveries contemplated by Section 3.3 shall have been made; (b) the representations and warranties of Buyer made in Article 5 qualified as to materiality shall be true and correct when made correct, and those not so qualified shall be true and correct in all material respects respects, as if originally of the date hereof and as of the time of the Closing Date as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performedsuch earlier date). (c) Seller shall have received obtained the release of, or binding agreements to release, all Encumbrances on the Gathering Assets (other than Permitted Encumbrances), such that, at Closing, the Company owns the Gathering Assets free and clear of the agreementsall Encumbrances, certificates, documents and items specified in Section 8.2.other than Permitted Encumbrances; (d) No suitno injunction, proceeding writ, temporary restraining order or investigation any other order of any Governmental Entity of competent jurisdiction shall have been commenced issued, and no statute, rule, regulation or threatened executive order by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation a Governmental Entity shall have been commenced promulgated or threatened by enacted, that restrains, enjoins, prohibits or otherwise makes illegal any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by in this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionconsummated at the Closing.

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate the transactions contemplated hereby Transactions is subject to the fulfillment of all of the following conditions on satisfaction, at or prior to the Closing DateClosing, upon of each of the non-fulfillment of any of which this Agreement mayfollowing conditions, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIunless waived by Seller Parent: (a) Each Other than the representations and every representation warranties of Buyer contained in Sections 5.1 (Qualification, Organization), 5.2 (Authority; Binding Effect), 5.3(a) (No Conflicts; Consents) and warranty made by Purchaser 5.8 (Sufficient Funds) (collectively, the “Specified Buyer Representations”), the representations and warranties set forth in Article V shall have been be true and correct when (with such representations read for such purposes without materiality qualifications) on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for inaccuracies that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Transactions. The Specified Buyer Representations shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct in all material respects as if originally made on of such date). (b) Buyer and Buyer Subsidiary shall have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing. (c) Buyer shall have delivered to Seller Parent: (i) each of the documents required to be delivered by Buyer or its Affiliates pursuant to Section 3.2(b); and (ii) a certificate dated as of the Closing Date. (b, signed by a duly authorized officer of Buyer, certifying that the conditions set forth in Section 10.2(a) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall Section 10.2(b) have been performedduly satisfied. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is shall be subject to the fulfillment satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions on as Seller may waive: 6.1 Buyer shall have complied in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing Date, upon and all of the non-fulfillment representations and warranties of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and Buyer contained herein shall be true and correct in all material respects on and as if originally of the Closing Date with the same effect as though made on and as of the Closing Date. 6.2 All action (bincluding notifications and filings) All obligations of Purchaser that shall be required to be performed hereunder throughtaken by Buyer in order to consummate the transactions contemplated hereby shall have been taken and all consents, approvals, authorizations and including on, exemptions from third parties that shall be required in order to enable Seller to consummate the transactions contemplated hereby shall have been duly obtained. 6.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall have been performedbe pending or threatened in writing as of the Closing Date. (c) 6.4 Seller shall have received from the Buyer all of the agreements, certificates, documents and other items specified required to be delivered at Closing as provided in Section 8.22.3 herein. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment of all satisfaction of the following conditions as of the Closing: (a) The representations and warranties made by Buyer in this Agreement and in any certificate delivered by Buyer pursuant hereto shall be true and correct as of the date hereof and the Closing Date; (b) Buyer shall have performed and complied with the obligations and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed.; (c) Buyer and Seller shall have received or obtained all governmental and regulatory consents and approvals that are necessary for the consummation of the agreements, certificates, documents and items specified in Section 8.2.transactions contemplated hereby; and (d) No suit, proceeding action or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinderother proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in which it is sought to seek material restrain or prohibit or to obtain damages on account ofor 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 transaction transactions contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened hereby and all documents required to be delivered by any governmental authority or private person on any grounds Buyer to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of effect the transactions contemplated hereby reasonably requested by Seller shall be reasonably satisfactory in form and substance to Seller. Any condition specified in this Agreement Section 3.2 may be waived only in writing by Seller and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of specifying in reasonable detail the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionprovision being waived.

Conditions to Seller’s Obligations. The obligation of Seller to consummate take the transactions contemplated hereby actions required to be taken by it at the Closing is subject to the fulfillment satisfaction or waiver, in whole or in part, in Seller’s sole discretion (but no such waiver will waive any right or remedy otherwise available to Seller), of all each of the following conditions on at or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIClosing: (a) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties set forth in Article V hereof shall be true and correct in all material respects (i) as if originally made on of the date of this Agreement and (ii) at and as of the Closing Date.Date as though then made; (b) All obligations Buyer and Parent will have performed and complied with each of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed.their agreements contained in this Agreement in all material respects; (c) Seller No Litigation shall have received all be pending (i) challenging or seeking to prevent or delay consummation of any of the agreementstransactions contemplated by this Agreement, certificates(ii) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement, documents and items specified in Section 8.2. (diii) No suitseeking to prohibit direct or indirect ownership, proceeding combination or investigation shall have been commenced operation by Buyer of any portion of the business or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinderassets of the Company, or to seek material damages on account compel Buyer or any of its Subsidiaries or the Company to dispose of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek hold separately, or to make any change in any portion of the business or assets of Buyer or its Subsidiaries or of the Company, as a result of the transactions contemplated by this Agreement, (iv) seeking to require direct or indirect transfer or sale by Buyer of, or to impose material limitations on the ability of Buyer to exercise full rights of ownership of, any of the Shares or (v) imposing or seeking to impose material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval or sanctions directly arising out of the transactions contemplated by this Agreement on Buyer or the Company or any of their respective officers or directors; (d) No Law or Governmental Order will have been enacted, entered, enforced, promulgated, or issued by any Governmental Entity that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 9.2(c); (e) Buyer will have delivered each of the agreements, certificates, instruments and Seller's Ancillary Documents by Crestar other documents that it is obligated to deliver pursuant to Section 2.2(c)(iii) and such agreements so delivered will be in full force and effect at the Closing; and (f) Seller shall have received the consent of the required lenders under the Credit Agreement, dated as of September 30, 2005, among Concentra, Guarantor, JPMorgan Chase Bank, N.A. (g) The amount of , and certain other lenders, to the Accounts Receivable to be purchased is acceptable to Seller in its sole discretiontransactions contemplated by this Agreement.

Conditions to Seller’s Obligations. The Seller’s obligation of Seller to consummate the transactions contemplated hereby Transactions at the Closing is subject to the fulfillment satisfaction, or written waiver by Seller, of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each (i) all of the representations and every representation and warranty made by Purchaser shall have been true and correct when made and shall warranties of Buyer in this Agreement must be true and correct in all material respects as if originally made on (except to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties shall be true and as correct in all respects); and (ii) Buyer must have performed and complied with all of its covenants and obligations under this Agreement to be performed by it prior to or at the Closing DateClosing. (b) All obligations on or before the Closing, Buyer shall have delivered the following to Seller, in form and substance satisfactory to Seller, acting reasonably: (i) the Escrow Agreement, executed by Buyer and the Escrow Agent; (ii) the Non-Competition Agreement, executed by Buyer; (iii) the Transition Services Agreement, executed by Buyer; (iv) the Asset Purchase Note, executed by Buyer; (v) a wire transfer of Purchaser US$5,109,080, being an amount equal to the Purchase Price less (i) the aggregate value of the Assumed Liabilities; (ii) the Escrow Amount; and (iii) the principal amount of the Asset Purchase Note; (vi) confirmation that a wire transfer equal to the Escrow Amount has been made to the Escrow Agent; and (vii) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of Buyer’s representations and warranties hereunder; (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed hereunder throughor complied with by Buyer hereunder; (C) evidencing the satisfaction of any condition referred to in this Section 7.2, and including on, or (D) otherwise facilitating the Closing Date shall have been performed. (c) Seller shall have received all performance of the agreements, certificates, documents and items specified in Section 8.2Transactions. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The Seller’s obligation of Seller to consummate the transactions contemplated hereby Transactions at the Closing is subject to the fulfillment satisfaction, or written waiver by Seller, of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each (i) all of the representations and every representation and warranty made by Purchaser shall have been true and correct when made and shall warranties of Buyer in this Agreement must be true and correct in all material respects as if originally made on (except to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties shall be true and as correct in all respects); and (ii) Buyer must have performed and complied with all of its covenants and obligations under this Agreement to be performed by it prior to or at the Closing DateClosing. (b) All obligations on or before the Closing, Buyer shall have delivered the following to Seller, in form and substance satisfactory to Seller, acting reasonably: (i) the Escrow Agreement, executed by Buyer and the Escrow Agent; (ii) the Non-Competition Agreements, executed by Buyer; (iii) the Employment Agreement, executed by Buyer; (iv) the Transition Services Agreement, executed by Buyer; (v) a wire transfer of Purchaser US$18,603,900, being an amount equal to the Purchase Price less (i) the aggregate value of the Assumed Liabilities; and (ii) the Escrow Amount; (vi) confirmation that a wire transfer equal to the Escrow Amount has been made to the Escrow Agent; and (vii) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of Buyer’s representations and warranties hereunder; (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed hereunder throughor complied with by Buyer hereunder; (C) evidencing the satisfaction of any condition referred to in this Section 6.2, and including on, or (D) otherwise facilitating the Closing Date shall have been performedperformance of the Transactions. (c) Seller shall there must not be any Proceeding pending or threatened against Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with the Transactions; or (ii) may have received all the effect of preventing, delaying, making illegal or interfering with the agreements, certificates, documents and items specified in Section 8.2.Transactions; and (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation performance of the transaction contemplated herebyTransactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation Each of the obligations of Seller to consummate the transactions contemplated hereby is be performed hereunder shall be subject to the fulfillment of all of the following conditions on satisfaction (or waiver by Seller) at or prior to the Closing Date, upon Date of each of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (ai) Each Parent's and every representation Purchaser's representations and warranty made by Purchaser shall have been true and correct when made and warranties contained in this Agreement shall be true and correct in all material respects as if originally made on and as of the Closing Date. (bii) All Parent and Purchaser shall have complied with all agreements, obligations of Purchaser and conditions required by this Agreement to be performed hereunder throughor complied with by them on or prior to the Closing. (iii) Other than approvals required to assign to Purchaser the OTS Contract, all Required Government Consents and including on, the Closing Date Required Contract Consents shall have been performedobtained. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (div) No suitLitigation shall be threatened or pending against Parent or Purchaser before any court or governmental agency that, proceeding in the reasonable opinion of counsel for Seller, could result in the restraint or investigation shall have been commenced or threatened by prohibition of any governmental authority or private person on any grounds to restrain, enjoin or hindersuch party, or to seek material the obtaining of damages on account ofor other relief from such party, in connection with this Agreement or the consummation of the transaction transactions contemplated hereby. (ev) No suit, proceeding or investigation Purchaser and Parent shall have been commenced or threatened by any governmental authority or private person on any grounds delivered to restrainSeller an opinion of counsel to Purchaser and Parent, enjoin or hinder, or to seek material damages on account of, the consummation dated as of the transaction contemplated herebyClosing Date, in form and substance satisfactory to Seller. (fvi) Approval Parent shall have filed with the Georgia Secretary of State Articles of Amendment to its Articles of Incorporation in the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.form attached hereto as Schedule 7(a)(vi) designating the Series A Preferred Stock. (gvii) The amount Purchaser shall have entered into a contract providing for the employment of Brucx X. Xxxx xx Purchaser in the Accounts Receivable to be purchased is acceptable to form attached hereto as Schedule 7(a)(vii). (viii) Parent, Seller and the Shareholders shall have entered into a registration rights agreement in its sole discretionthe form attached hereto as Schedule 7(a)(viii).

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate effect the transactions contemplated hereby is Closing are further subject to the fulfillment of all of the following conditions on satisfaction or waiver at or prior to the Closing Date, upon of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (a) Each All consents and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as approvals of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Governmental Authority required for the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement shall have been obtained and Seller's Ancillary Documents by Crestar Bankshall remain in full force and effect, N.A.and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated, in each case without the imposition of a Seller Burdensome Condition. (gb) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement shall be pending. (c) The amount representations and warranties made by Purchaser in this Agreement shall be true and correct, in each case at and as of the Accounts Receivable Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be purchased is acceptable true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (d) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (e) Seller will have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in its sole discretionform and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(c) and (d) have been fulfilled. (f) Purchaser shall have made the deliveries required under Section 2.4.

Conditions to Seller’s Obligations. The Sellers’ obligation to make the deliveries required of Seller to Sellers at the Closing Date and otherwise consummate the transactions transaction contemplated hereby is herein shall be subject to the fulfillment satisfaction or waiver by Sellers of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each 4.1.1 All of the representations and every representation and warranty made by Purchaser warranties of Buyer contained herein shall have been true and correct when made and shall continue to be true and correct at the Closing in all material respects respects. 4.1.2 Buyer shall have executed and delivered to Sellers the Assignment of Contracts and Assignment of Intangible Property. 4.1.3 Buyer shall have delivered, or shall be prepared to deliver to Sellers at the Closing, all cash and other documents required of Buyer to be delivered at the Closing. 4.1.4 Buyer shall have delivered to Sellers appropriate evidence of all necessary corporate action by Buyer in connection with the transactions contemplated hereby, including, without limitation: (i) certified copies of resolutions duly adopted by Buyer’s directors approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ii) a certificate as if originally made to the incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement. 4.1.5 [Reserved] 4.1.6 No action, suit or other proceedings shall be pending before any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation of the transactions contemplated by this Agreement would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. 4.1.7 Buyer shall have substantially performed or tendered performance of each and every material covenant on Buyer’s part to be performed which, by its terms, is required to be performed at or before the Closing. 4.1.8 The Bankruptcy Court shall have entered the Procedures Order and the Approval Order in accordance with Section 8.1.1 below which orders shall be satisfactory in form and substance to the Sellers and neither order shall have been stayed as of the Closing Date. 4.1.9 On or before 5 business days prior to the date when bids are due (b) All obligations as contemplated in the Procedures Motion (as defined in Section 8.1(b), below)), the Buyer and Sellers shall have mutually agreed upon the form and content of Purchaser the Transition. 4.1.10 On or before July 14, 2006 (the “Supply Agreement Date”), the Buyer and Sellers shall have mutually agreed upon the form and content of the Supply Agreement. 4.1.11 On or before 5 business days prior to the date when bids are due (as contemplated in the Procedures Motion), Buyer and Sellers shall have mutually agreed upon the form and content of Exhibits “A-1,” “A-2,”“B,” “C,”“D” and “E”and the various Schedules to be performed hereunder throughattached to this Agreement. 4.1.12 The Closing Statement evidences that the sum of the Eligible Accounts Receivable and Eligible Inventory is not less than $15,000,000. 4.1.13 On or before the Procedures Entry Date, Sellers and including on, the Closing Date Buyer shall have been performed. (c) Seller shall have received all agreed in writing upon the form and content of the agreements, certificates, documents and items specified in Section 8.2Inventory Plan. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller and Ultragenyx to consummate the transactions contemplated hereby is hereunder on the Closing Date are subject to the fulfillment of all of the following conditions on satisfaction or waiver, at or prior to the Closing Date, upon of each of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions precedent: (a) Each and every representation and warranty made by Purchaser Buyer shall have been true performed and correct when made complied in all material respects with all, and shall not be in material breach of any, agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement at or prior to the Closing Date. (b) The representations and warranties of Buyer contained in ‎Section 4.2 shall be true and correct in all material respects as if originally of the Closing Date as though made on at and as of the Closing Date. , except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” such representation or warranty (bas so written, including the term “material”) All obligations shall be true and correct in all respects as of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performedor such other date, as applicable. (c) Seller There shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall not have been commenced issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, restricting the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement. (gd) The amount There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Accounts Receivable transactions contemplated hereby, (ii) seeking to be purchased is acceptable obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit Buyer’s receipt of the Purchased Interest. (e) Buyer shall have delivered to Seller in its sole discretionand Ultragenyx the duly executed Buyer Closing Certificate.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIVIII: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transactions contemplated hereby were consummated) shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction transactions contemplated hereby. (ed) No suit, proceeding or investigation Purchaser shall have been commenced or threatened by any governmental authority or private person on any grounds delivered to restrainSeller the written opinion of Greexxxxx Xxxuxxx, enjoin or hinderXXP addressed to Seller, or to seek material damages on account of, the consummation dated as of the transaction contemplated herebyClosing Date, in substantially the form of Exhibit C attached hereto. (fe) Approval Purchaser shall have delivered at the Closing all of the transactions contemplated by this Agreement documents, instruments and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller other items set forth in its sole discretionSection 5.2.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment of all satisfaction (or waiver by Seller in its sole discretion) of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyer contained in Article IV shall be true and correct in all material respects (disregarding all qualifications or limitations as if originally made on and to materiality or “Buyer Material Adverse Effect” set forth therein) as of the Closing Date.Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date or time, which shall be true and correct in all respects as of that specified date or time), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have or would not reasonably be expected to have a Buyer Material Adverse Effect; (b) All With respect to (i) Section 5.10(a), Buyer shall have performed all of the obligations of Purchaser required to be performed hereunder through, and including on, at or prior to the Closing Date therein by Buyer in all respects and (ii) all other covenants contained herein, Buyer shall have been performed.performed in all material respects all obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) Seller Buyer shall have received all delivered to Seller a certificate of Buyer, dated the agreementsClosing Date and executed by an executive officer of Buyer, certificates, documents and items stating that the conditions specified in Section 8.2.2.03(a) and Section 2.03(b) have been satisfied; (d) No suit, proceeding or investigation The Transition Services Agreement shall have been commenced or threatened executed by any governmental authority or private person on any grounds Buyer and delivered to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.PIC; (e) No suit, proceeding or investigation Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds caused the Companies to restrain, enjoin or hinder, or deliver to seek material damages on account of, the consummation Seller general releases of the transaction contemplated hereby.officers and directors of the Companies, releasing and discharging each of them from any claims, actions, liabilities, damages, costs, expenses and attorneys’ fees related to such persons acting in their capacity as directors or officers of the Companies, whether known or unknown or whether asserted or unasserted, which the Companies ever had or may have, except in connection with fraud; and (f) Approval of Buyer shall have paid the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable Estimated Purchase Price to Seller in its sole discretionaccordance with Section 1.02.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions transaction contemplated hereby is subject to the fulfillment or written waiver of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI:X. (a) Each and every representation and warranty made by Purchaser shall shall, in all material respects, have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder under this Agreement through, and including on, the Closing Date shall have been performedperformed in all material respects. (c) Seller shall have received all of the agreements, certificates, documents and 47 items specified in Section 8.28.02. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suitAny applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, proceeding or investigation as amended (the "HSR Act") and the rules and regulations thereunder shall have expired or been commenced terminated without action by the Federal Trade Commission (the "FTC") or threatened by any governmental authority or private person on any grounds The Antitrust Division of The Department of Justice (the "DoJ") to restrain, enjoin or hinder, or to seek material damages on account of, prevent the consummation of the transaction contemplated herebythis Agreement. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable Purchaser shall have delivered to Seller in its sole discretionthe Purchase Price.

Conditions to Seller’s Obligations. The Seller's obligation of Seller to consummate issue and ---------------------------------- sell the transactions contemplated hereby Shares hereunder is subject to the fulfillment of all of the following conditions on satisfaction at or prior to the Closing Date, upon of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (a) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as if originally of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be so true and correct as of that particular date). (b) All obligations of Purchaser Buyer shall have performed or complied in all material respects with all covenants required under this Agreement to be performed hereunder through, and including on, or complied with by Buyer at or prior to the Closing Date shall have been performedClosing. (c) Seller At the Closing, there shall have received all be no injunction, restraining order or decree of any nature of any court or government authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the agreements, certificates, documents and items specified in Section 8.2transactions contemplated hereby. (d) No suit, proceeding or investigation All filings under the HSR Act shall have been commenced or threatened by made and any governmental authority or private person on any grounds required waiting period applicable to restrain, enjoin or hinder, or to seek material damages on account of, the consummation sale of the transaction contemplated herebyShares shall have expired or been earlier terminated. (e) No suit, proceeding or investigation Mr. Xxxxxxxxx Xxx shall have been commenced or threatened by any governmental authority or private person on any grounds to restrainbecome a director of Seller, enjoin or hinder, or to seek material damages on account of, effective upon the consummation of the transaction contemplated herebyClosing. (f) Approval Buyer shall have delivered to Seller a certificate, signed by an executive officer of Buyer, certifying as to the fulfillment of the transactions contemplated by conditions set forth in this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Section 5.2. (g) The amount of Seller shall have received an opinion from Xxxxxxxx & Xxxxxxxx, counsel to Buyer, in customary form as agreed between the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionParties.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Purchase Agreement is subject to the fulfillment of all satisfaction of the following conditions on at or prior to before the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIClosing: (aA) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyer contained in Section 3.4 shall be true and correct in all material respects as if originally made on of the date of this Purchase Agreement and as of the Closing Date.Date (except with respect to the effect of transactions contemplated or permitted by this Purchase Agreement and except to the extent that such failure shall not have a material adverse effect on the Business Condition); (bB) All obligations of Purchaser Buyer shall have performed and complied with all agreements and covenants required by this Purchase Agreement to be performed hereunder throughor satisfied by Buyer, and including on, the Closing Date Buyer shall have been performed. (c) Seller shall have received delivered all of the agreementsdocuments, certificates, and instruments required to be delivered by Buyer under the terms of this Purchase Agreement, including, without limitation, the documents and items specified in Section 8.2.referred to on Appendix C; (dC) No suit, proceeding or investigation Buyer shall have been commenced or threatened taken all corporate and other proceedings to be taken by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, it in connection with the consummation of the transaction transactions contemplated hereby.by this Purchase Agreement; (eD) No suit, proceeding or investigation shall have been commenced or threatened by any All material governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the approvals and authorizations necessary for consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Purchase Agreement shall have been duly issued or granted except for any failure which would not have a material adverse effect on the Business Condition, and Seller's Ancillary Documents by Crestar Bank, N.A.the waiting period (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise bxxx xxxxxxxxxx; xnd (gE) The amount There shall not have been issued and in effect any injunction or similar legal order prohibiting or restraining consummation of any of the Accounts Receivable to be purchased is acceptable to Seller transactions contemplated in its sole discretionthis Purchase Agreement.

Conditions to Seller’s Obligations. The obligation obligations of Seller Sellers to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment satisfaction (or waiver by Owner on behalf of all Sellers) of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each (i) the Fundamental Representations contained in Article IV shall be true and every representation correct in all respects at and warranty as of the time of the Closing, as if made by Purchaser on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct when made in all respects as of such particular date) and (ii) all of the other representations and warranties contained in Article IV shall be true and correct in all material respects as (and in all respects if originally made on such representations and warranties are qualified by the word “material” or “material adverse effect”) at and as of the time of the Closing, as if made on the Closing Date.Date and the Closing Date were substituted for the date of this Agreement, except for those representations and warranties that address matters only as of the date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects (and in all respects if such representations and warranties are qualified by the word “material” or “material adverse effect”) as of such particular date); (b) All obligations Buyer shall have performed in all material respects all of Purchaser the covenants and agreements required to be performed hereunder through, and including on, by it under this Agreement at or prior to the Closing Date shall have been performed.Closing; (c) Seller no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court or agency of competent jurisdiction or other Law shall have received all of the agreementsbe in effect which prohibits, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding restrains or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, renders illegal the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable hereby or would cause such transactions to be purchased is acceptable to Seller in its sole discretion.rescinded;

Conditions to Seller’s Obligations. The Sellers’ obligation of Seller to consummate the transactions contemplated hereby to be performed by them in connection with the Closing is subject to the fulfillment of all satisfaction of the following conditions on or prior to conditions: (i) the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to representations and with the effect warranties set forth in Article XI: (aSection 5(b) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on at and as of the Closing Date., except to the extent that such representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material”, “Material Adverse Change” or “Material Adverse Effect”) shall be true and correct in all respects at and as of the Closing Date; (bii) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date Buyer shall have been performed.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”, “Material Adverse Change” or “Material Adverse Effect”) in all respects through the Closing; (ciii) Seller there shall have received all of the agreementsnot be any injunction, certificatesjudgment, documents and items specified order, decree, ruling or charge in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the effect preventing consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement; (giv) The amount Buyer shall have delivered to Sellers a certificate to the effect that each of the Accounts Receivable conditions specified above in Section 9(b)(i)-(iii) is satisfied in all respects; (v) the Parties shall have received all authorizations, consents and approvals of any Governmental Authority referred to in Sections 5(a)(iii), 5(b)(iii) and 6(c); (vi) all actions to be purchased is acceptable taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Sellers. (vii) either Seller may waive any condition specified in its sole discretionthis Section 9(b) on behalf of the applicable Company if such Seller executes a writing so stating at or prior to the Closing.

Conditions to Seller’s Obligations. The obligation respective obligations of Seller Sellers to consummate the transactions closing of the transaction contemplated hereby is in this Agreement are subject to the fulfillment of all satisfaction, at or before the Closing, of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIthis Section 6.2: (a) Each any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, and every representation all filings, authorizations and warranty made by Purchaser approvals and consents set forth on Schedule 6.1(a) shall have been true made with or obtained from all applicable Governmental Authorities or other Persons, as the case may be; (b) there shall be no Claim 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 correct when made no injunction, judgment, order, decree or ruling with respect thereto shall be in effect; (c) (i) the representations and warranties of Buyer contained in Article 5 shall be true and correct in all material respects as if originally made on (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date. as though then made (bexcept to the extent such representations and warranties shall have been expressly made as of an earlier date); (ii) All obligations Buyer shall have performed or caused to have been performed in all material respects all of Purchaser the covenants and agreements required by this Agreement to be performed by Buyer prior to the Closing (provided that the covenants of Buyer relating to the payment of consideration hereunder through, shall have been fully complied with in all respects); and including on, (iii) Buyer shall have executed and delivered to Sellers’ Representative a certificate to the foregoing effect signed by an authorized officer of Buyer; (d) Buyer shall have (i) delivered to the Sellers’ Representative’s Account the Closing Date Payment in accordance with Section 2.4.2; and (ii) deposited the Escrowed Funds in escrow in accordance with Sections 2.4.2 and 2.7 hereof; (e) Buyer shall have been performed.satisfied the Estimated Closing Indebtedness in accordance with Section 2.4.3 and paid the Company Transaction Expenses in accordance with Section 2.4.4; (cf) Seller shall have received all an opinion, dated as of the agreementsClosing Date, certificatesof Xxxxxx Xxxxxx LLP, documents and items specified counsel to Buyer, substantially in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation form of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Exhibit E hereto; (g) The amount Seller shall have received a fully executed Escrow Agreement that shall be in full force and effect as of the Accounts Receivable Closing Date; and (h) Sellers, through Sellers’ Representative, shall have received each other document required to be purchased delivered to Sellers pursuant to this Agreement. Sellers shall also have received the originals or certified or other copies of such certificates, instruments or other documents as Sellers’ Representative may reasonably request. Any agreement or document to be delivered to Sellers pursuant to this Section 6.2, the form of which is acceptable not attached to Seller this Agreement as an exhibit, shall be in its sole discretionform and substance reasonably satisfactory to Sellers’ Representative.

Conditions to Seller’s Obligations. The Seller's obligation of Seller under this Contract to consummate sell the transactions contemplated hereby Property to Purchaser is subject to the fulfillment of all each of the following conditions on (all or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at may be waived by Seller's option, be terminated pursuant to and with the effect set forth in Article XI:): (a) Each the representations and every representation and warranty made by warranties of Purchaser contained herein shall have been true be true, accurate and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date.; (b) All obligations of Purchaser shall have delivered the funds required hereunder and all the documents to be executed by Purchaser set forth in Section 8.2(b) and shall have performed, in all material respects, all other covenants, undertakings and obligations, and complied with all conditions required by this Contract to be performed hereunder through, and including on, the Closing Date shall have been performed.or complied with by Purchaser at or prior to Closing; and (c) Neither the Clover Leaf Homeowners Association, Inc., nor any other statutorily recognized homeowners association operating at the Property (collectively, the "HOA") shall have exercised its right to purchase the Property in accordance with Florida Statutes, Section 723.07 1 (1), and Seller shall have received all be in a position to execute at Closing, a Seller's Compliance Affidavit in accordance with Florida Statutes, Section 723.072. If the HOA exercises its right to purchase the Property in accordance with Florida Statutes, Section 723.07 1 (1) by signing a purchase contract with the Seller, then this Contract shall be deemed terminated, the Earnest Money Deposit shall be returned to Purchaser, and Sellxx xxxxl pay to Purchaser, as liquidated damages and to fully reimburse Purchaser for any costs and expenses incurred by Purchaser in connection with the negotiation of this Contract or the Purchaser's due diligence activities with respect to the Property and as reasonable compensation for any lost opportunity, (i) Twenty-Five Thousand and No/100 Dollars ($25,000.00) within five (5) business days after the HOA executes a purchase contract with Seller for the purchase of the agreementsProperty, certificates, documents and items specified in Section 8.2. (dii) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Twenty-Five Thousand and No/ 100 Dollars ($25,000.00) if and when the consummation HOA closes the purchase of the transaction contemplated herebyProperty. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The Seller’s obligation of Seller to consummate the transactions contemplated hereby is Transactions with Buyer and to perform the obligations to be performed by them in connection with Closing are subject to the fulfillment of all satisfaction (or waiver in writing by Seller) of the following conditions conditions: (a) (i) other than the Special Representations of Buyer, the representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects (without regard to materiality or Material Adverse Effect) on and as of the Execution Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for those breaches, if any, of such representations and warranties that in the aggregate would not have a Material Adverse Effect and (ii) the Special Representations of Buyer shall be true and correct in all respects on and as of the Execution Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); (b) Buyer shall have delivered, or be ready, willing and able to deliver, to Seller each of the deliverables described in Section 2.5(b); (c) Buyer shall have performed and complied with all of its covenants, agreements and obligations hereunder in all material respects on or prior to the Closing Date; provided, upon the non-fulfillment of however, that any of which this Agreement maycovenants, at Seller's option, agreements and obligations qualified as to materiality shall be terminated pursuant to performed and complied with the effect set forth in Article XI:all respects; (ad) Each and every representation and warranty made by Purchaser Buyer shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and delivered to Seller a duly executed certificate dated as of the Closing Date.Date substantially in the form of Exhibit B to the effect that each of the conditions specified in Section 7.2(a) and Section 7.2(c) has been satisfied in all respects and, if applicable, any exceptions to such conditions that have been waived by Seller; (be) All obligations of Purchaser Buyer shall have made or caused to be performed hereunder throughmade all necessary filings and notifications required of it or Parent under the HSR Act relating to the Transactions and the applicable waiting period thereunder shall have expired or been terminated; (f) no material suit, and action or other Proceeding by any Third Party (including onany Governmental Authority) shall be pending before any Governmental Authority (i) seeking to restrain, prohibit, enjoin or declare illegal, or (ii) seeking substantial damages in connection with, the Closing Date Transactions; (g) no temporary restraining order, preliminary or permanent injunction or other Governmental Order shall have been performed.issued by any Governmental Authority, and be in effect, which restrains or prohibits any of the Transactions; and (ch) Seller shall have received all a duly executed release and discharge of the agreements, certificates, documents and items specified those certain guarantees made by Seller in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation favor of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Bank of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar BankAmerica, N.A. (g) The amount , as agent, and guaranteeing the payment of obligations under the Accounts Receivable to be purchased is Credit Facility and the Term Loan Facility, in form and substance reasonably acceptable to Seller in its sole discretionSeller.

Conditions to Seller’s Obligations. The Seller’s obligation of Seller to consummate the transactions contemplated hereby Transactions at the Closing is subject to the fulfillment satisfaction, or written waiver by Seller, of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each (i) all of the representations and every representation and warranty made by Purchaser shall have been true and correct when made and shall warranties in Article V must be true and correct in all material respects as if originally made on (except to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties shall be true and as correct in all respects); and (ii) Buyer must have performed and complied with all of its covenants and obligations under this Agreement to be performed by it prior to or at the Closing Date.Closing; (b) All obligations on or before the Closing, Buyer shall have delivered the following to Seller, in form and substance satisfactory to Seller, acting reasonably: (i) the Escrow Agreement, executed by Buyer and the Escrow Agent; (ii) the Non-Competition Agreements, executed by Buyer; (iii) the Seller Supply Agreement, executed by Buyer; (iv) the BJK Supply Agreement, executed by Buyer; (v) the Consulting Agreement, executed by Buyer; (vi) a wire transfer of Purchaser US$64,274,400.00, being an amount equal to the Purchase Price less the Escrow Amount; (vii) confirmation that a wire transfer equal to the Escrow Amount has been made to the Escrow Agent; and (viii) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of the representations and warranties in Article V; (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed hereunder throughor complied with by Buyer hereunder; (C) evidencing the satisfaction of any condition referred to in this Section 6.2, and including on, or (D) otherwise facilitating the Closing Date shall have been performedperformance of the Transactions. (c) Seller shall there must not be any Proceeding pending or threatened against Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with the Transactions; or (ii) may have received all the effect of preventing, delaying, making illegal or interfering with the agreements, certificates, documents and items specified in Section 8.2.Transactions; and (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation performance of the transaction contemplated herebyTransactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate close the transactions transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which which, this Agreement may, at any Seller's ’s option, be terminated pursuant to and with the effect set forth in Article XIIX: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performedperformed in all material respects. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (d) Purchaser shall have delivered to Sellers the written opinion of Black, Xxxxxxx and Xxxxxxxx, LLC, counsel for Purchaser, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (e) No suit, proceeding or investigation All of the consents and approvals referred to in Section 3.2(c) shall have been commenced obtained (without cost to Purchaser or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Companies in excess of the transaction contemplated herebynormal and customary cost associated therewith). (f) Approval Purchaser and/or the Companies shall have obtained releases of Sellers from any personal guarantees of any obligations of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Companies. (g) The amount of waiting period set forth in the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionHSR Act and the rules promulgated thereunder shall have expired or otherwise terminated.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment of all satisfaction of the following conditions on or prior to before the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to : (1) The representations and with the effect warranties set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall Section 5 hereof will be true and correct in all material respects as if originally made on at and as of the Closing Date.as though then made; (b2) All obligations of Purchaser Buyer shall have performed in all material respects all the covenants and agreements required to be performed hereunder through, and including on, by it under this Agreement prior to the Closing Date Closing; (3) The applicable waiting periods under the HSR Act shall have expired or been performed.terminated; (c4) Seller There shall have received all of the agreementsnot be threatened, certificates, documents and items specified in Section 8.2. instituted or pending any Proceeding (di) No suit, proceeding challenging or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds seeking to restrain, enjoin or hindermake illegal, or to seek material damages on account ofdelay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction 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 or any of the Related Agreements, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby.; (e5) No suitThere shall not be any action taken, proceeding or investigation shall have been commenced any Law or threatened Judgment 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 private person on agency, which would reasonably be expected to result, directly or indirectly, in any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.consequences referred to in Section 7.2(4) hereof; and (f6) Approval Seller shall have filed an additional listing application with Nasdaq National Market for the issuance of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionShares.

Conditions to Seller’s Obligations. The obligation of Seller the Sellers to consummate sell the transactions contemplated hereby is Interests and to cause the sale of the Interests pursuant to the provisions of this Agreement shall be subject to the fulfillment of all satisfaction at or before the Closing of the following conditions on or prior to conditions, which may be waived by the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XISellers' Representative: (a) Each and every representation and warranty made by the Purchaser shall have been true performed and correct when made and shall be true and correct complied in all material respects as if originally made on with its covenants and agreements contained herein and the Sellers' Representative shall have received a certificate to this effect from an executive officer of the Purchaser; (b) the representations and warranties of the Purchaser contained in Article III of this Agreement shall be true, correct and complete in all material respects at and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date Sellers' Representative shall have been performed.received a certificate to this effect from an executive officer of the Purchaser; (c) Seller the Company shall have received all entered an employment and restricted stock purchase agreement with Jeffxxx Xxxxxxx, X.D., Ph.D., in the form of Exhibit B hereto (the agreements, certificates, documents and items specified in Section 8.2."Drezner Employment Agreement"); (d) No suit, proceeding or investigation the Amended and Restated Stockholders' Agreement shall have been commenced or threatened executed and delivered by any governmental authority or private person on any grounds all parties thereto necessary to restrain, enjoin or hinder, or to seek material damages on account of, effect the consummation of amendments therein other than the transaction contemplated hereby.Sellers; and (e) No suitJeffxxx Xxxxxxx, proceeding or investigation X.D., Ph.D., shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation elected a director of the transaction contemplated hereby.Purchaser effective as of the Closing; and (f) Approval of the transactions contemplated by this restricted shares issuable to Jeffxxx Xxxxxxx, X.D., Ph.D. pursuant to the Drezner Employment Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of shall have been issued simultaneously with the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionClosing.

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment of all satisfaction or, if permissible, waiver of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIClosing: (ai) Each and every representation and warranty made by Purchaser shall have been true and correct when made and the Buyer Fundamental Representations shall be true and correct in all material respects as if originally of the Closing Date (except for such representations and warranties expressly made as of a specified date, in which case, as of such date) with the same force and effect as though made on such date; (ii) the representation and warranty set forth in Section 6.14 shall be true and correct in all respects as of the Closing Date.Date with the same force and effect as though made on such date and (iii) the representations and warranties set forth in Article VI shall be true and correct as of the Closing Date (except for such representations and warranties expressly made as of a specified date, in which case, as of such date) with the same force and effect as though made on such date (disregarding all qualifications as to “materiality,” “Material Adverse Effect” or similar qualifications), except where the failure of such representations and warranties to be true and correct as of such date, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect with respect to the Buyer Group, taken as a whole (applying clause (a) of the definition of Material Adverse Effect to the Buyer Group mutatis mutandis); (b) All obligations Each of Purchaser Buyer and Buyer Parent shall have complied in all material respects with all of the covenants and agreements in this Agreement required to be performed hereunder through, and including on, complied with by it at or prior to the Closing Date shall have been performed.Closing; (c) Seller The shares of Buyer Parent Common Stock issuable pursuant to the Rollover Agreements shall have received all been approved for listing on the NYSE, subject only to official notice of the agreements, certificates, documents and items specified in Section 8.2.issuance thereof; and (d) No suit, proceeding or investigation Buyer shall have been commenced delivered or threatened by any governmental authority caused to be delivered to Sellers or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Sellers’ Representative all of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable items required to be purchased is acceptable to Seller in its sole discretiondelivered under Section 2.03(c).

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment satisfaction (unless waived in writing by Seller) of all each of the following conditions on or prior to April 1, 2017, (the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI:“Closing”). (a) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyer contained in this Agreement shall be true and correct correct, without giving effect to any qualification as to materiality or Material Adverse Effect (or any variation of such term) contained in all material respects any particular representation or warranty, on and as if originally of, the Closing with the same force and effect as though made on and as of the Closing Date.Closing, except to the extent any such breach together with all other such breaches does not, or could not reasonably be expected to constitute a Material Adverse Effect. Buyer shall have delivered to Seller a certificate of its President, a Vice President or Secretary, dated as of the Closing, to the foregoing effect (b) All obligations of Purchaser Buyer shall have performed and complied in all material respects with all covenants to be performed hereunder through, and including on, or complied with by it on or prior to the Closing Date Closing. Buyer shall have been performed.delivered to Seller a certificate of its President, a Vice President or Secretary, dated the Closing, to the foregoing effect; (c) Seller No Law shall have received all been enacted, issued, promulgated, enforced or entered which is in effect and has the effect of making the sale of the agreements, certificates, documents and items specified in Section 8.2.AIP by Seller to Buyer or any of the other transaction contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the sale of the AIP by Seller to Buyer or any of the other transactions contemplated by this Agreement; and (d) No suitThe consents, proceeding or investigation authorizations, approvals and waivers set on Schedule 5.l(d) annexed hereto shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.obtained; and (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Issuance of the transaction Seller Shares contemplated hereby.by this Agreement; and (f) Approval Delivery to and receipt by Seller of the transactions $750,000.00 in accordance with and as contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionAgreement.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is are subject to the fulfillment of all of the following conditions on at or prior to the Closing Date, upon of each of the non-fulfillment of following conditions (any or all of which this Agreement may, at may be waived in whole or in part by Seller's option, be terminated pursuant to and with the effect set forth in Article XI:): (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any legal proceeding or Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated hereby. (b) The representations and warranties of Purchaser and Parent set forth in Section 4.1 and Section 4.3 shall be true and correct in all respects, as of the date hereof and as of the Closing Date, except that representations and warranties made as of a specified date, shall be measured only as of such specified date. Each of the other representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made Parent contained in this Agreement or in any certificate or other writing delivered by Purchaser and Parent pursuant hereto shall be true and correct in all material respects respects, except that any such representation or warranty that includes any qualification as if originally made on to "material", or "materiality" or "material adverse effect" (or any correlative terms) shall be true and correct in all respects, as of the date hereof and as of the Closing Date. (b) All obligations , except for representations and warranties made as of Purchaser to a specified date, which shall be performed hereunder through, and including on, the Closing Date shall have been performedmeasured only as of such specified date. (c) Seller Purchaser and Parent shall have received performed and complied in all material respects with all the terms, provisions and conditions of the agreements, certificates, documents this Agreement to be complied with and items specified in Section 8.2performed by Purchaser and Parent at or prior to Closing. (d) No suit, proceeding or investigation Stockholder and Purchaser shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, entered into the consummation of the transaction contemplated herebyConsulting Agreement. (e) No suit, proceeding or investigation Seller shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, received the consummation of the transaction contemplated hereby. (f) Approval of the transactions deliveries contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionSection 2.7(d).

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate ---------------------------------- sell and deliver the transactions contemplated hereby Shares to Buyer is subject to the fulfillment of all of the following conditions satisfaction (or waiver by Sellers) on or prior to the Closing Date, upon of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (ai) Each The representations and every representation and warranty warranties of Buyer made by Purchaser shall have been true and correct when made and in this Agreement shall be true and correct in all material respects on and as if originally of the Closing Date, as though made on and as of the Closing Date, except for (A) changes contemplated by this Agreement, (B) breaches or inaccuracies of representations and warranties that do not, individually or in the aggregate, have a Material Adverse Effect and (C) those representations and warranties (other than solely in respect of the first sentence of Section 4.1) that address matters only as of a particular date (which shall be true and correct as of that date); (ii) Buyer shall have performed in all material respects the covenants of Buyer contained in this Agreement required to be performed by the time of the Closing; and (iii) the President or any Vice President of Buyer shall have delivered to Sellers, on behalf of Buyer, a certificate dated the Closing Date confirming the satisfaction of the foregoing clauses (i) and (ii). (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, action, claim, proceeding or investigation shall have been commenced instituted by or threatened by before any governmental court or any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority or private person on any grounds (i) seeking to restrain, enjoin prohibit or hinderinvalidate the sale of the Shares to Buyer hereunder or the consummation of the transactions contemplated hereby or (ii) other than any suit, action, claim, proceeding or investigation instituted against Sellers or its affiliates (and not also against Buyer and its affiliates), to seek material damages on account of, in connection with such transactions (and having a reasonable likelihood of success) or which would have a Material Adverse Effect. (c) Any applicable waiting period under the consummation of HSR Act shall have expired or been terminated. (d) Buyer shall have paid the transaction contemplated herebyPurchase Price to Sellers as provided in Section 1.1. (e) No suit, proceeding or investigation Buyer shall have been commenced paid or threatened by any governmental authority caused to be paid or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, assumed full and complete liability for the consummation outstanding balance of the transaction contemplated herebyindebtedness of the Company set forth on Schedule 6.2. (f) Approval Sellers shall have received an opinion of Xxxxxxx Xxxx & Xxxxx LLP, counsel to Buyer, dated the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar BankClosing Date, N.A. (g) The amount of addressed to Sellers, in the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.form attached hereto as Exhibit A.

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment of all satisfaction of the following conditions as of the Closing: (a) The representations and warranties made by Buyers in this Agreement and in any certificate delivered by Buyers pursuant hereto shall be true and correct as of the date hereof and the Closing Date; (b) Buyers shall have performed and complied with the obligations and covenants required by this Agreement to be performed or complied with by Buyers on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed.; (c) Seller Buyers and Sellers shall have received or obtained all governmental and regulatory consents and approvals that are necessary for the consummation of the agreements, certificates, documents and items specified in Section 8.2.transactions contemplated hereby; (d) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or 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 investigation threatened; and (e) Buyers, Sellers and the Escrow Agent shall have been commenced or threatened entered into the Escrow Agreement. All proceedings to be taken by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Buyers in connection with the consummation of the transaction transactions contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened hereby and all documents required to be delivered by any governmental authority or private person on any grounds Buyers to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of effect the transactions contemplated hereby reasonably requested by Sellers shall be reasonably satisfactory in form and substance to Sellers. Any condition specified in this Agreement Section 3.2 may be waived only in writing by Sellers and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of specifying in reasonable detail the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionprovision being waived.

Conditions to Seller’s Obligations. The Each and every obligation of Seller to consummate be performed on the transactions contemplated hereby is Closing is, at the option of Seller, subject to the fulfillment of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIbelow: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and Buyer in this Agreement shall be true and correct accurate in all material respects as if originally made in accordance with their terms on and as of the Closing Datewith the same effect as though such representations and warranties had been given on and as of the Closing and, if any Schedules attached hereto have been supplemented since the date of this Agreement, any such supplementation shall not, taken as a whole, have a material adverse effect on the Schedule at issue or on the representation or warranty to which it pertains. Buyer shall also have performed or complied with, in all material respects, all of its obligations under this Agreement which are to be performed or complied with by it as of the Closing. (b) All obligations of Purchaser to There shall not be performed hereunder through, and including on, on the Closing Date shall have been performed(i) any Order by any Governmental Body, (ii) any threat in writing thereof by any Governmental Body, (iii) any Legal Requirement, or (iv) any Proceeding, which in all reasonable likelihood, might prohibit or render illegal, Seller's consummation of the transactions contemplated herein. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2.[Intentionally Left Blank] (d) No suitAll agreements, proceeding or investigation documents, and instruments contemplated under this Agreement to be executed and delivered by Buyer shall have been commenced or threatened duly executed by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Buyer and be ready for delivery concurrently with the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement. (e) Buyer shall deliver to Seller a certified copy of the resolutions of the Board of Directors of the general partner of Buyer authorizing Buyer to enter into and perform this Agreement and Sellereach document to be entered into by it as of the Closing, and authorizing execution of this Agreement and each such document by the person signing on behalf of Buyer and further certifying that such resolution and such authority have not been modified and remain in effect. (f) Buyer shall deliver to Seller a certificate executed by an officer of the general partner of Buyer certifying that Buyer's Ancillary Documents by Crestar Bankrepresentations and warranties in Article V are true and accurate in all material respects in accordance with their terms at the time of Closing, N.A.and further certifying Buyer's compliance with Buyer's covenants and agreements herein. (g) The amount Buyer shall deliver to Seller a certificate executed by an officer of the Accounts Receivable Buyer Guarantor certifying that it has passed a resolution sufficient to be purchased authorize the Buyer Guarantor to enter into and perform the guaranty appearing at the end of this Agreement and authorizing execution of the guaranty by the Person signing the same on behalf of the Buyer Guarantor, and further certifying that such resolutions and such authority have not been modified and remain in effect. (h) Buyer shall have provided a certificate of non-foreign status substantially in the form set forth in Treasury Regulationss.1.1445-2(b)(2)(iii)(B). (i) Oxy shall have waived its right of first refusal under the Warranty Deed and shall (if consent is acceptable required by the terms of the Oxy Brine Agreement) have consented to Seller the assignment of the Oxy Brine Agreement to Buyer. (j) Buyer shall have executed and delivered to D-K I or the Facility Purchaser, as the case may be, the Services Agreement, the Ground Leases and the Storage Leases in its sole discretion.substantially the forms attached to this Agreement as Exhibits 2.05, 2.05A, 2.05B, 2.06A and 2.06B.

Conditions to Seller’s Obligations. The obligation of Seller Sellers’ obligations to consummate the transactions contemplated hereby is sale of the Acquired Assets and the transfer of the Assumed Liabilities are subject to satisfaction or waiver by the fulfillment of all Sellers of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each The representations and every representation and warranty warranties of Buyer made by Purchaser shall have been true and correct when made and in this Agreement shall be true and correct in all material respects as if originally of the date hereof and as of the Closing Date as though made on at and as of the Closing Date., except to the extent such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct at and as of such earlier time), in each case except for such failure to be so true and correct that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement; (b) All Buyer shall have performed and complied in all material respects with the obligations of Purchaser and covenants required by this Agreement to be performed hereunder through, and including on, or complied with by Buyer at or prior to the Closing Date shall have been performed.Closing; (c) Seller Sellers shall have received all a certificate, dated as of the agreementsClosing Date and executed by an executive officer authorized to sign on behalf of Buyer, certificates, documents and items stating that the conditions specified in Section 8.2.7.2(a) and Section 7.2(b) have been satisfied; (d) No suit, proceeding or investigation The Bankruptcy Court shall have been commenced or threatened by any governmental authority or private person on any grounds to restrainentered the Sale Order, enjoin or hinderand no Order staying, reversing, modifying, or to seek material damages amending the Sale Order shall be in effect on account of, the consummation of the transaction contemplated hereby.Closing Date; (e) No suit, proceeding or investigation material Decree shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the be in effect that prohibits consummation of the transaction contemplated hereby. (f) Approval any of the transactions contemplated by this Agreement and Seller's Ancillary Documents Agreement; (f) Each delivery contemplated by Crestar Bank, N.A.Section 2.5(c) to be delivered to Sellers shall have been delivered; and (g) The amount of Bankruptcy Court shall have entered the Accounts Receivable to Bidding Procedures Order, and no order staying, reversing, modifying or amending the Bidding Procedures Order shall be purchased is acceptable to Seller in its sole discretioneffect on the Closing Date.

Conditions to Seller’s Obligations. The Subject to Section 7.3, Seller’s obligation of Seller to consummate the transactions contemplated hereby Contemplated Transactions in connection with the Closing is subject to the fulfillment of all satisfaction or written waiver of the following conditions on (any or prior all of which may be waived in writing by Seller and Buyer in whole or in part to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI:extent permitted by applicable Law): (a) Each as of the date hereof and every as of the Closing (in each case, except for any representation and or warranty that is expressly made by Purchaser shall have been true and correct when made and as of a specified date, in which case as of such specified date), each representation or warranty contained in Article IV shall be true and correct in all material respects as if originally made on respects, except where the failure of such representations and as warranties to be true and correct, individually or in the aggregate with other such failures, would not reasonably be expected to materially prevent, restrict or delay the consummation of the Closing Date.Contemplated Transactions or by any Related Agreement; (b) All obligations of Purchaser Buyer shall have performed and complied with its covenants and agreements hereunder to the extent required to be performed hereunder throughprior to the Closing in all material respects, and including onBuyer shall have caused the documents, instruments and payments required by Section 2.9(b) to be delivered to Seller (or tendered subject only to Closing); (c) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order that is in effect and that has the effect of making the Closing Date illegal or otherwise prohibiting the consummation of the Closing; (d) the Sale Order shall have been performed.entered by the Bankruptcy Court and shall not be subject to a stay; (ce) Seller shall have received all of the agreements, certificates, documents and items specified in deliverables pursuant to Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.2.9(b); and (f) Approval Buyer shall have delivered a certificate from an authorized officer of Buyer to the effect that each of the transactions contemplated by this Agreement conditions specified in Section 7.2(a) and Seller's Ancillary Documents by Crestar Bank, N.A. (gSection 7.2(b) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionhas been satisfied.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the closing if the transactions contemplated hereby were consummated) shall have been fully performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental governmental, regulatory or administrative authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, hinder the consummation of the transaction contemplated herebyhereby or the right of the Purchaser to own the Purchased Assets or operate the Division Business (and no order, judgment, decree or ruling shall be in effect with respect to any such suit proceeding or investigation). (d) Purchaser shall have delivered to Seller (i) the written opinion of Gadsby Hannah LLP, addressed to Seller, dated as of the Closing Datx, xx xxxxxxxtially the form of Exhibit 6.1(d)(i) attached hereto; and (ii) the written opinion of Goodmans LLP, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit 6.1(d)(ii) attached hereto. (e) No suit, proceeding or investigation Purchaser and Seller shall have been commenced or threatened by any governmental authority or private person on any grounds executed the Transition Services Agreement in substantially the form attached hereto as Exhibit 6.1(e), with such changes therein as may be mutually acceptable to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of parties (the transaction contemplated hereby"Transition Services Agreement"). (f) Approval of Seller and TegRx Pharmacy Management Co., Inc. ("Guarantor") shall have executed the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Guaranty in substantially the form annexed hereto as Exhibit 6.1(f) (the "Guaranty"). (g) The amount Lockbox Agreement, in the form annexed hereto as Exhibit 6.1(g) (the "Lockbox Agreement"), shall have been executed by all parties thereto. (h) The sublease to the Purchaser of certain office space located at Seller's 1275 W. Washington St., Tempe, Arizona 85281 location, pursuant to xxx Xxxxxxxxxx Xxxxxxxx Agreement, in form and substance satisfactory to the parties (the "Sublease"), shall have been executed by Purchaser and Seller. (i) The Purchaser and Seller shall have delivered the Allocation Schedules. (j) All actions to be taken by Purchaser in connection with the consummation of the Accounts Receivable transactions contemplated hereby, and all certificates, opinions, instruments and other documents of Purchaser required to effect the transactions contemplated hereby will be purchased is acceptable reasonably satisfactory in form and substance to Seller in its sole discretionthe Seller.

Conditions to Seller’s Obligations. Section 7.1. The obligation of each Seller to consummate the transactions contemplated hereby Stock Purchase is subject to the fulfillment satisfaction on or prior to the Closing Date of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of (any of which this Agreement may, at Seller's option, may be terminated pursuant to and with waived only by the effect set forth in Article XI:Designated Stockholder on behalf of all Sellers): (a) Each and every representation and warranty made by Purchaser Buyer shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as the payment of the Closing DateDate Purchase Price in accordance with Section 2.1. (b) All The representations and warranties of Buyer herein contained shall be true as of and at the time of the Closing with the same effect as though made at such time; Buyer shall have performed all obligations of Purchaser and complied with all covenants and agreements required by this Agreement and the Purchase Agreements to be performed hereunder through, and including on, by it or complied with by it at or prior to the Closing Date shall have been performedClosing. (c) Seller There shall have received all not be pending by any Governmental Authority any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood, in the opinion of counsel to Sellers, of success), challenging or seeking to restrain or prohibit the consummation of any of the agreementsStock Purchases or any of the other transactions contemplated by this Agreement or the Purchase Agreements or seeking to obtain from Sellers, certificates, documents and items specified in Section 8.2the Company or any of their affiliates any damages that are material to any such party. (d) No suit, proceeding or investigation All applicable waiting periods with respect to the HSR Act shall have expired or been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyterminated. (e) No suit, proceeding or investigation Order shall have been commenced or threatened by any governmental authority or private person on any grounds to restrainentered and no Injunction shall be in effect which, enjoin or hinderin either case, or to seek material damages on account of, would have the effect of preventing consummation of any of the transaction contemplated herebyStock Purchases. (f) Approval There shall have been delivered to the Designated Stockholder a certificate executed by the President or any Vice President of Journal Register Company, dated as of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar BankClosing Date, N.A. (g) The amount certifying as to the satisfaction of the Accounts Receivable to be purchased is acceptable to Seller conditions set forth in its sole discretionSection 7.1(b).

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions transaction contemplated hereby is are subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI:. (a) Each and every representation and warranty made by Purchaser contained in this Agreement shall have been true and correct in all material respects as of the date when made and shall be true and correct in all material respects at and as of the Closing Date as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, on or before the Closing Date shall have been performedperformed in all material respects. (c) Seller No action shall have received all be threatened or pending before any court or governmental agency the probable outcome of which would result in the restraint or prohibition of the agreements, certificates, documents and items specified in Section 8.2consummation of the transactions contemplated hereby. (d) No On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions contemplated hereby, or any of them, not be consummated as herein provided and no suit, action, investigation, inquiry or other legal or administrative proceeding by any governmental body or investigation other Person shall have been commenced instituted which questions of validity or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation legality of the transaction transactions contemplated herebyhereby or which if successfully asserted might otherwise have a Material Adverse Effect on the Transferred Assets. (e) No suit, proceeding or investigation Purchaser shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, obtained the consummation approval from Purchaser’s board of directors approving the purchase of the transaction contemplated herebyTransferred Assets on the terms of this Agreement and authorizing any one of its directors or officers to execute this Agreement for and on behalf of Purchaser. (f) Approval of Purchaser shall have obtained the approvals and/or clearance for the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.hereby from the Fair Trade Commission of Korea. (g) The amount Seller shall have received to its satisfaction the favorable legal opinion of the Accounts Receivable to be purchased is acceptable to Seller counsel for Purchaser substantially in its sole discretionthe form attached hereto as Schedule 1.10(g).

Conditions to Seller’s Obligations. The Sellers’ obligation to make the deliveries required of Seller to Sellers at the Closing Date and otherwise consummate the transactions contemplated hereby is Contemplated Transactions shall be subject to the fulfillment satisfaction of all each of the following conditions (unless such condition is waived by Sellers): (a) All of the representations and warranties of Purchaser contained herein shall continue to be true and correct at the Closing in all material respects, and Purchaser shall have substantially performed or tendered performance of each material covenant on Purchaser’s part to be performed which, by its terms, is required to be performed at or prior to before the Closing, and Sellers shall have received a certificate by an officer of Purchaser, dated as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to such effect and with to the effect that each of the conditions precedent to Closing set forth in Article XI:Section 4.2 either have been satisfied or have been waived by Purchaser. (ab) Each and every representation and warranty made by Purchaser shall have been true and correct when made and tendered delivery of all items required to be delivered by Purchaser under Section 3.3. (c) No action, suit or other proceedings that is not stayed by the Bankruptcy Court shall be true pending before any Governmental Body seeking or threatening to restrain or prohibit the consummation of the Contemplated Transactions, or seeking to obtain substantial damages in respect thereof, or involving a Claim that consummation thereof would result in the violation of any Legal Requirement of any Governmental Body having appropriate jurisdiction. (d) The Bankruptcy Court shall have entered the Procedures Order and correct the Sale Order, both in all material respects as if originally made on accordance with Section 9 below, and the Sale Order shall not have been reversed or stayed as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller Sellers to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment of all satisfaction, or waiver by Sellers, of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each (i) The representations and every representation warranties of Purchaser and warranty made by Purchaser Parent set forth in Section 5.01, Section 5.02, Section 5.03 and Section 5.08 (collectively, the “Purchaser Fundamental Representations”) shall have been be true and correct when in all respects at and as of the date hereof and at and as of the Closing Date as though made on and as of the Closing Date (except with respect to representations and warranties that address matters only as of a particular date, which need only be true and correct in all respects as of such date); and (ii) the other representations and warranties of Purchaser and Purchaser Parent set forth in Article V shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties qualified by materiality, Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier)) at and as if originally of the date hereof and at and as of the Closing Date as though made on and as of the Closing Date.Date (except with respect to representations and warranties that address matters only as of a particular date, which need only be true and correct in all material respects as of such date); (b) All obligations of Purchaser and Purchaser Parent shall have performed and complied (i) in all respects with the covenants and agreements required to be performed hereunder throughor complied by them under Section 6.03(a)(ii) and (ii) in all material respects with all of the other covenants and agreements required to be performed or complied by it under this Agreement, and including onin each case, on or before the Closing Date shall have been performed.Closing; (c) Seller All Governmental Consents and the Consents of those Persons set forth on Schedule 3.02(c) shall have received all been duly made and obtained and be in full force and effect (and, without limiting the generality of the agreementsforegoing, certificates, documents all applicable waiting periods (and items specified in Section 8.2.any extensions thereof) under the HSR Act shall have expired or otherwise been terminated); (d) No suitThere shall be no Proceeding pending seeking to enjoin, proceeding prohibit or investigation shall have been commenced or threatened by make illegal, and no Applicable Law of any governmental authority or private person on any grounds to restrain, enjoin or hinderGovernmental Authority of competent jurisdiction that is in effect, or to seek material damages on account ofthat has been enacted, issued or entered, that enjoins, prohibits or makes illegal, the consummation of the transaction transactions contemplated hereby.hereby or that would, individually or in the aggregate, be reasonably expected to have a material adverse effect on Purchaser’s or Purchaser Parent’s ability to consummate the transactions contemplated hereby or fulfill its obligations hereunder; and (e) No suitOn or before the Closing Date, proceeding or investigation Purchaser shall have been commenced or threatened by any governmental authority or private person on any grounds delivered to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Parent Seller all of the transaction contemplated herebyfollowing: (i) a certificate dated as of the Closing Date and executed by a duly authorized officer of Purchaser certifying on behalf of Purchaser and Purchaser Parent that the conditions in Section 3.02(a) and Section 3.02(b) have been satisfied; (ii) instruments assuming the Transferred Interests in the form attached hereto as Exhibit D; (iii) the Hyatt Gold Passport Participation Agreement, duly executed and delivered by the parties thereto; (iv) the Transition Services Agreement, duly executed and delivered by the parties thereto; (v) the Master License Agreement, duly executed and delivered by the parties thereto; (vi) the Indemnification Agreement, duly executed and delivered by the parties thereto; (vii) the Reservations Agreements, duly executed and delivered by the parties thereto; (viii) the Carmel Hotel Franchise Agreement, duly executed and delivered by the parties thereto; (ix) correct and complete copies of each of the Substitute Letters of Credit obtained pursuant to Section 6.12. (fx) Approval copies of (A) resolutions of Purchaser’s and Purchaser Parent’s board of directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement and Seller's Ancillary Documents (B) Purchaser’s and Purchaser Parent’s certificate of incorporation and bylaws, each as amended, and in the case of (A) and (B), as certified by Crestar Bank, N.A.Purchaser’s and Purchaser Parent’s corporate secretary; and (gxi) The amount a certificate from the States of Florida and Delaware, dated no earlier than five (5) days prior to the Accounts Receivable Closing Date, as to the good standing of each of Purchaser and Purchaser Parent, respectively. Any condition (to the extent permissible by Applicable Law) specified in this Section 3.02 may be purchased is acceptable to waived in writing by Parent Seller in its sole discretion.

Conditions to Seller’s Obligations. The Seller’s obligation to make the deliveries required of Seller to at the Closing and otherwise consummate the transactions contemplated hereby is Contemplated Transaction shall be subject to the fulfillment satisfaction of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at (unless such condition is waived by Seller's option, be terminated pursuant to and with the effect set forth in Article XI:): (a) Each All of the representations and every representation and warranty made by Purchaser warranties of Buyer contained herein shall have been true and correct when made and shall continue to be true and correct at the Closing in all material respects as if originally made on respects, except to the extent such representations and warranties speak as of an earlier date (which need only be true and correct as of such earlier date), and Buyer shall have substantially performed or tendered performance of each material covenant on Buyer’s part to be performed which, by its terms, is required to be performed at or before the Closing. (b) No action, suit or other proceedings that are not stayed by the Bankruptcy Court shall be pending before any government or political subdivision, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision, or any federal, state, local or foreign court, or any arbitrator or arbitral body (each, a “Governmental Body”) seeking or threatening to restrain or prohibit the consummation of the Contemplated Transaction, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in a violation of any law, decree or regulation of any Governmental Body having appropriate jurisdiction. (c) The Bankruptcy Court shall have entered the Sale Order in form and substance satisfactory to Buyer, and the Sale Order shall have become final and no longer subject to appeal, and will not have been appealed or, if appealed, is not stayed at the Closing Date. (bd) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date Buyer shall have been performed. (c) Seller shall have received all of delivered the agreements, certificates, documents and items specified set forth in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby2.3. (e) No suit, proceeding or investigation Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds funded all amounts pursuant to restrain, enjoin or hinder, or to seek material damages on account of, the consummation terms of the transaction contemplated herebyDebtor-in-Possession Credit Agreement. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is provided for herein are, at the option of Seller, subject to the fulfillment of all satisfaction of the following conditions on at or prior to before the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (ai) Each the representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and Buyer in this Agreement shall be true and correct in all material respects as if originally made on at and as of the Closing Date., with the same force and effect as though such representations and warranties had been made on and as of such date; and (bii) All obligations of Purchaser to be performed hereunder throughBuyer shall have executed, if applicable, and including on, delivered to Seller the following: (A) the Purchase Price; (B) the Assignment and Assumption of Lease; (C) the Closing Certificate in the form set forth in Schedule 5(c)(ii)(C) executed by Buyer representing and warranting to Seller that each of Buyer’s representations and warranties in this Agreement was accurate in all respects when made and is accurate in all respects as of the Closing Date as if made on the Closing Date; (D) a copy of corporate resolution of Buyer authorizing transaction; and (iii) Buyer shall have been performed. (c) Seller shall have received all obtained, at Buyer’s sole cost and expense, the consent of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds County to restrain, enjoin or hinder, or to seek material damages on account of, the consummation assignment of the transaction contemplated hereby. (e) No suitLease, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds and a release of Seller and Shareholder, as successor to restrainXxxxx International Corporation, enjoin or hinder, or to seek material damages on account of, the consummation as guarantor of the transaction contemplated hereby. Lease (fthe “Consent and Release”). Such Consent and Release from the County shall be in substantially the form set forth in Schedule 5(c)(iii) Approval of the transactions contemplated by this Agreement or in such other form and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is substance acceptable to Seller and Shareholder. Buyer or the County shall have delivered to Seller an executed original of the Consent and Release. Seller and Shareholder agree, at no expense to Seller and Shareholder, to cooperate with Buyer in its sole discretionobtaining the Consent and Release from the County.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment of all satisfaction of the following conditions on or prior to before the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties set forth in Article 5 hereof shall be true and correct in all material respects as if originally made on at and as of the Closing Date.Date 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 shall only need to have been true on and as of such date; (b) All obligations Buyer shall have performed in all material respects all of Purchaser the covenants and agreements required to be performed hereunder through, and including on, complied with by it under this Agreement prior to the Closing Date shall have been performed.Closing; (c) Seller There shall have received all of the agreementsnot be threatened, certificatesinstituted or pending any action or proceeding, documents and items specified in Section 8.2. (d) No suit, proceeding before any court or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds agency, domestic or foreign, (i) challenging or seeking to restrain, enjoin or hindermake illegal, or to seek material damages on account ofdelay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of Assets, as a result of the transactions contemplated hereby., (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) Buyer shall have paid, by wire transfer, the Purchase Price required by Section 2.01 hereof; (e) No suit, proceeding or investigation The New Ulm Economic Development Commission and the City of New Ulm shall have executed and delivered the Assignment of Third Party Lease and the employment commitment pursuant to Section 7.3 of the Development Agreement shall have been commenced waived or threatened by any governmental authority or private person on any grounds reduced to restrain, enjoin or hinder, or to seek material damages on account of, the consummation a maximum of the transaction contemplated hereby.55; (f) Approval Airex shall have executed and delivered the Termination Agreement; (g) On the Closing Date, Buyer shall have delivered to Seller all of the following: (i) A certificate of the Chief Executive Officer or a Vice President of Buyer, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (ii) All consents required under Buyer's material agreements necessary for Buyer to consummate the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement; (giii) The amount Bill of Sale and the Assignment and Assumption Agreement, dxxx executed or acknowledged by Buyer, as applicable; (iv) The Assignment of Third Party Lease, duly executed by Buyer; (v) Resolutions of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionBoard of Directors of Buyer authorizing the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Buyer; (vi) The German Stock Agreement, duly executed by Parker-Europe; (vii) The Patent License Assignmenx xxx Assumption Agreement, duly executed by Buyer; (viii) The PCI Assignment and Assumption Agreement, duly executed by Buyer; (ix) The Supply Agreement, duly executed by Buyer; (x) The New Ulm Transition Agreement, duly executed by Buyer; and (xi) The European Transition Agreement, duly executed by Buyer.

Conditions to Seller’s Obligations. The obligation of Seller Sellers’ obligations to consummate the transactions contemplated hereby is in connection with the Closing are subject to the fulfillment of all satisfaction or waiver of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each the representations and every representation and warranty made by Purchaser warranties set forth in Article IV shall have been true and correct when made and shall be true and correct in all material respects as if originally made (except that any representation or warranty that is qualified by materiality shall have been true and correct in all respects) on the date hereof and as of the Closing Date.(except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date); (b) All obligations of Purchaser to be each Buyer shall have performed and complied with its covenants and agreements hereunder through, and including on, through the Closing Date shall have been performed.in all material respects; (c) Seller the Bankruptcy Court shall have received all of entered the agreementsSale Order, certificatesand no Decree staying, documents and items specified reversing, modifying or amending the Sale Order shall be in Section 8.2.effect on the Closing Date; (d) No suit, proceeding or investigation no material Decree shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the be in effect that prohibits consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement; and (ge) The amount of the Accounts Receivable each payment contemplated by Section 2.5(a) to be purchased is acceptable made to Sellers shall have been made, and each delivery contemplated by Section 2.5(c) to be delivered to Sellers shall have been delivered. (f) Seller shall deliver to Buyer by May 11, 2020, an estimated DIP Loan Closing Statement setting out the balance anticipated to be due at Closing. By May 14, 2020 at noon, Seller shall deliver to Buyer a final DIP Loan Closing Statement. The Parties shall use best efforts to resolve any disputes among themselves as to any DIP Loan Closing Statement. The following obligations shall not be included in its sole discretion.the DIP Loan Closing Statement: (1) all Liabilities arising under the Seller’s corporate American Express cards;

Conditions to Seller’s Obligations. The obligation obligations of Seller Sellers to consummate the transactions contemplated hereby is shall be subject to the fulfillment satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions on as Sellers may waive: 6.1 Buyers shall have complied in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing Date, upon and all of the non-fulfillment representations and warranties of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and Buyers contained herein shall be true and correct in all material respects on and as if originally of the Closing Date with the same effect as though made on and as of the Closing Date. 6.2 All action (bincluding notifications and filings) All obligations of Purchaser that shall be required to be performed hereunder throughtaken by Buyers in order to consummate the transactions contemplated hereby shall have been taken, and including onall consents, approvals, authorizations and exemptions from third parties that shall be required in order to enable Sellers to consummate the transactions contemplated hereby shall have been duly obtained. 6.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall have been performedbe pending or threatened in writing as of the Closing Date. (c) Seller 6.4 Sellers shall have received from the Buyers all of the agreements, certificates, documents and other items specified required to be delivered at Closing as provided in Section 8.22.3 herein. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is by this Agreement are expressly subject to the fulfillment or satisfaction, prior to or at the Closing, of all each of the following conditions on precedent, any of which Seller may at its election and without prejudice waive in writing at or prior to the Closing Date, upon the non-fulfillment Closing: 9.3.1. The representations and warranties of any of which Purchaser contained in this Agreement may, at Seller's option, be terminated pursuant or in any Exhibit to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and this Agreement shall be true and correct in all material respects as if originally made on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Purchaser shall have delivered to Seller a certificate of an authorized officer of Purchaser, dated the Closing Date, to such effect. (b) All obligations 9.3.2. Each of the agreements and covenants of Purchaser to be performed hereunder through, and including on, on or before the Closing Date pursuant to the terms hereof shall have been performedduly performed in all material respects, and Purchaser shall have delivered to Seller a certificate of an authorized officer of Purchaser, dated the Closing Date, to such effect. (c) Seller shall have received all of the agreements9.3.3. All actions by, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding registrations or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinderfilings with, or to seek material damages on account consents, approvals or authorizations of, any Governmental Bodies applicable to Purchaser and necessary for the consummation of the transaction transactions contemplated hereby. (e) No suit, proceeding or investigation hereby shall have been commenced obtained or threatened completed by any governmental authority or private person on any grounds to restrainPurchaser, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyand not revoked. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable 9.3.4. Any instrument agreed to be purchased is acceptable to Seller in its sole discretionsigned and/or delivered by Purchaser at the Closing shall have been duly signed and/or delivered by Purchaser.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, suit or proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, hinder the consummation of the transaction contemplated hereby. (ed) No suit, proceeding or investigation Purchaser shall have been commenced or threatened by any governmental authority or private person on any grounds executed an Assignment, Assumption and Xxxx of Sale in form and substance satisfactory to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebySeller. (fe) Approval of Purchaser and Seller shall have executed an assignment and assumption agreement (the transactions contemplated by this Agreement "Assignment and Assumption Agreement") with respect to the premises located at 00-000 Xxxxxx Xxxxx, Xxxxx Xxxx, Hawaii, in form and substance satisfactory to Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate effect the transactions contemplated hereby is Merger shall be subject to the fulfillment (or waiver, in writing, by Seller) of all each of the following conditions conditions: 7.3.1 Except as otherwise provided in this Section 7.3, (a) the representations and warranties of Company and Bank contained in Article 4 shall be true in all material respects as of the Effective Time as though made at the Effective Time, except to the extent they expressly refer to an earlier time or a covenant of Company or Bank specifically permits a change in the facts represented in a representation or warranty, and except where the failure to be true, individually or in the aggregate, would not have or would not be reasonably likely to have, a Material Adverse Effect on the business, conditions, capitalization or properties of Company and Bank taken as a whole or upon consummation of the transactions contemplated hereby; (b) each of Company and Bank shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with it prior to or at the Closing DateEffective Time, except where the failure to so perform and comply, individually or in the aggregate, would not have or would not be reasonably likely to have a Material Adverse Effect on the business, conditions, capitalization or properties of Company and Bank, taken as a whole, or upon the non-fulfillment consummation of any the transactions contemplated hereby; (c) none of which the events or conditions entitling Seller to terminate this Agreement may, at Seller's option, under Article 8 shall have occurred and be terminated pursuant continuing; and (d) Company shall have delivered to Seller certificates dated the date of the Effective Time and with signed by the President and Chief Executive Officer and Chief Financial Officer of Company to the effect set forth in Article XI:Subsections 7.3.1(a), (b) and (c); (a) Each and every representation and warranty made by Purchaser 7.3.2 There shall have been true and correct when made and shall be true and correct in all obtained, without the imposition of any material respects as if originally made burden or restriction on and as any of the Closing Date. (b) All obligations parties hereto not in existence on the date hereof, each consent to the consummation of Purchaser the Merger required to be performed hereunder throughobtained from any Person under any agreement, and including oncontract or license to which Company or Bank is a party or by or under which either is bound or licensed, the withholding of which might have a Material Adverse Effect on Seller, the Surviving Corporation or Company at or following the Effective Time, or on the transactions contemplated by this Agreement; 7.3.3 Company shall have delivered its Updated Schedules to Seller on the day immediately preceding the Closing Date and none of such Updated Schedules shall reflect any item that was not on the Company Schedules (or in the Company Financial Statements) delivered on the date of execution of this Agreement that has had, or would have, or could be reasonably likely to have, a Material Adverse Effect on the business, conditions, properties or capitalization of Company and its Subsidiaries, taken as a whole, at or after the Effective Time, or on the consummation of the transactions contemplated hereby; 7.3.4 Between the date of this Agreement and the Effective Time, no event or circumstance shall have been performed. (c) occurred which has had or could reasonably be expected to have a Material Adverse Effect on Company, and Seller shall have received all a certificate signed on behalf of Company by the agreements, certificates, documents and items specified in Section 8.2.Chief Executive Officer of Company to such effect; (d) No suit, proceeding or investigation 7.3.5 All of Company’s director-shareholders shall have been commenced delivered to Seller on the date of this Agreement the Company Director-Shareholder Agreements in the form attached hereto as Exhibit 7.3.6 which shall provide, among other things, that the director will (i) vote his or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval her shares in favor of the transactions contemplated by this Agreement, and (ii) recommend that Company shareholders approve this Agreement and the transactions contemplated hereby; 7.3.6 The fairness opinion (the “Seller Fairness Opinion”) commissioned by Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount ’s Board of Directors shall provide as of the Accounts Receivable date of mailing the Joint Proxy Statement/Prospectus to Seller’s shareholders that the terms of the Merger, from a financial standpoint, are fair to the shareholders of Seller, and shall not have been revoked, at any time prior to the meeting of Seller’s shareholders at which the Merger is to be purchased is acceptable to voted on. Company shall be provided immediate notification by Seller in its sole discretion.of the revocation of the Seller Fairness Opinion;

Conditions to Seller’s Obligations. The Sellers’ obligation to make the deliveries required of Seller to Sellers at the Closing Date and otherwise consummate the transactions contemplated hereby is Contemplated Transactions shall be subject to the fulfillment satisfaction of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI:(unless such condition is waived by Sellers): (a) Each All of the representations and every representation and warranty made by warranties of Purchaser contained herein shall have been continue to be true and correct when made and at the Closing in all material respects (other than each such representation or warranty qualified by “materiality” which shall be true and correct in all respects), and Purchaser shall have performed or tendered performance in all material respects of each covenant on Purchaser’s part to be performed which, by its terms, is required to be performed at or before the Closing, and Sellers shall have received a certificate by an officer of Purchaser, dated as if originally made on of the Closing Date, to such effect and to the effect that each of the conditions precedent to the Closing set forth in Section 4.2 either have been satisfied or have been waived by Purchaser. (b) Purchaser shall have tendered delivery of all items required to be delivered by Purchaser under Section 3.3. (c) No action, suit or other proceedings that is not stayed by the Bankruptcy Court shall be pending before any Governmental Body seeking or threatening to restrain or prohibit the consummation of the Contemplated Transactions, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any Governmental Body having appropriate jurisdiction. (d) The Bankruptcy Court shall have entered the Sale Order in accordance with Section 9 below and the Sale Order shall not have been reversed or stayed as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The In addition to the conditions set forth in Section 8.3, the obligation of Seller to consummate effect the Closing shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, unless waived in writing by Seller: (a) Except for the representations and warranties of Buyer set forth in Sections 5.1, 5.2, 5.6 and 5.10, the representations and warranties of Buyer set forth in this Agreement shall, without giving effect to any materiality qualifications or qualifications pertaining to preventing or delaying Buyer performance of any of its obligations hereunder or preventing or delaying consummation by Buyer of the transactions contemplated hereby is subject to the fulfillment of all by this Agreement, be true and correct (i) as of the following conditions date of this Agreement and (ii) as of the Closing Date as though made as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period), except for such failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to impair or delay consummation by Buyer of the transactions contemplated by this Agreement; (b) The representations of Buyer set forth in Sections 5.1, 5.2, 5.6 and 5.10 shall be true and correct (i) as of the date of this Agreement and (ii) as of the Closing Date as though made as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period); (c) Buyer shall have performed and complied with in all material respects all covenants and obligations required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2.; (d) No suit, proceeding or investigation Buyer shall have delivered to Seller a certificate, executed by a duly authorized officer of Buyer, certifying that the conditions set forth in Sections 8.2(a), (b) and (c) have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.satisfied; (e) No suit, proceeding or investigation Buyer shall have been commenced delivered to Seller resolutions of the board of directors of Buyer, certified by the Secretary or threatened Assistant Secretary of Buyer, approving and authorizing the execution, delivery and performance of this Agreement by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Buyer and the consummation by Buyer of the transaction transactions contemplated hereby.; (f) Approval Buyer shall have delivered to Seller a certificate of the transactions contemplated by Secretary or Assistant Secretary of Buyer as to the incumbency of the officer executing this Agreement and Seller's Ancillary Documents the releases required by Crestar Bank, N.A.Section 9.8 on behalf of Buyer and the genuineness of such officer’s signature; and (g) The amount Buyer shall have delivered to Seller a certificate of the Accounts Receivable Secretary or Assistant Secretary of the Company as to be purchased is acceptable to Seller in its sole discretionthe incumbency of the officer executing the Electric Agreement, the Gas Agreement, the Transition Services Agreement and the releases required by Section 9.8 on behalf of the Company and the genuineness of such officer’s signature.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment satisfaction (unless waived in writing by Seller) of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each the representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyer contained in this Agreement shall be true and correct correct, without giving effect to any qualification as to materiality (or any variation of such term) contained in all material respects any particular representation or warranty, on and as if originally of, the Closing Date, as though such representations and warranties were made on and as of the Closing Date., except to the extent that any such breach together with all other such breaches does not materially impair Buyer’s ability to perform its obligations hereunder. Buyer shall have delivered to Seller a certificate of its duly-authorized office, dated as of the Closing Date, to the foregoing effect; (b) All obligations of Purchaser Buyer shall have performed and complied in all material respects with all covenants to be performed hereunder through, and including on, or complied with by it on or prior to the Closing Date Date. Buyer shall have been performed.delivered to Seller a certificate, dated the Closing Date, to the foregoing effect; (c) Seller no Law shall have received all been enacted, issued, promulgated, enforced or entered which is in effect and has the effect of making the sale of the agreements, certificates, documents and items specified in Section 8.2.Assets by Seller to Buyer or any of the other transaction contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the sale of the Assets by Seller to Buyer or any of the other transactions contemplated by this Agreement; and (d) No suitthe consents, proceeding or investigation authorizations, approvals and waivers set on the Seller Disclosure Schedule 6.1(d) shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyobtained. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the closing if the transactions contemplated hereby were consummated) shall have been fully performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental governmental, regulatory or administrative authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, hinder the consummation of the transaction contemplated herebyhereby or the right of the Purchaser to own the Purchased Assets or operate the Division Business (and no order, judgment, decree or ruling shall be in effect with respect to any such suit proceeding or investigation). (d) Purchaser shall have delivered to Seller (i) the written opinion of Gadsby Hannah LLP, addressed to Seller, dated as of the Closing Date, xx xxxxxxxxxally the form of Exhibit 6.1(d)(i) attached hereto; and (ii) the written opinion of Goodmans LLP, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit 6.1(d)(ii) attached hereto. (e) No suit, proceeding or investigation Purchaser and Seller shall have been commenced or threatened by any governmental authority or private person on any grounds executed the Transition Services Agreement in substantially the form attached hereto as Exhibit 6.1(e), with such changes therein as may be mutually acceptable to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of parties (the transaction contemplated hereby"Transition Services Agreement"). (f) Approval of Seller and TegRx Pharmacy Management Co., Inc. ("Guarantor") shall have executed the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Guaranty in substantially the form annexed hereto as Exhibit 6.1(f) (the "Guaranty"). (g) The amount Lockbox Agreement, in the form annexed hereto as Exhibit 6.1(g) (the "Lockbox Agreement"), shall have been executed by all parties thereto. (h) The sublease to the Purchaser of certain office space located at Seller's 1275 W. Washington St., Tempe, Arizona 85281 location, pursuant to thx Xxxxxxxxxx Xxxxxxxx Agreement, in form and substance satisfactory to the parties (the "Sublease"), shall have been executed by Purchaser and Seller. (i) The Purchaser and Seller shall have delivered the Allocation Schedules. (j) All actions to be taken by Purchaser in connection with the consummation of the Accounts Receivable transactions contemplated hereby, and all certificates, opinions, instruments and other documents of Purchaser required to effect the transactions contemplated hereby will be purchased is acceptable reasonably satisfactory in form and substance to Seller in its sole discretionthe Seller.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate at the transactions contemplated hereby is Closing shall be subject to the fulfillment satisfaction, at or prior to the Closing, of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at (unless waived in writing by Seller's option, be terminated pursuant to and with the effect set forth in Article XI:): (a) Each the representations and every representation warranties of each of H&H and warranty Acquisition Sub made by Purchaser shall have been true in Article V (considered collectively) and correct when made each of such representations and warranties (considered individually) shall be true and correct in all material respects at and as if originally made on of the date hereof and at and as of the Closing Date.Date as if made on such date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date), except to the extent such representations and warranties are qualified by terms such as "materiality", "Material Adverse Effect," "Material Adverse Change" or words of similar import, in which case such representations and warranties shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on such date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of such specified date); (b) All Buyer shall have performed, satisfied or complied in all respects with all agreements, obligations of Purchaser and covenants required by this Agreement to be performed hereunder throughperformed, and including on, satisfied or complied with by Buyer by the Closing Date shall have been performed.time of the Closing; (c) Seller Buyer shall have received all delivered to Seller a certificate of Buyer, dated the Closing Date and signed by an authorized officer of Buyer, as to the satisfaction of the agreements, certificates, documents and items conditions specified in Section 8.2.Sections 6.2(a) and (b); (d) No suit, proceeding or investigation no Governmental Entity shall have been commenced enacted, issued, promulgated, enforced or threatened entered any legal requirement or order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by any governmental authority this Agreement illegal or private person on any grounds to restrain, enjoin otherwise restraining or hinder, or to seek material damages on account of, prohibiting the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement; and (ge) The amount of Seller shall have received the Accounts Receivable certificates, agreements and other documents contemplated to be purchased is acceptable delivered by Buyer to Seller in its sole discretionpursuant to Section 3.3.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is hereunder are subject to the fulfillment satisfaction at or prior to the Closing of all of the following conditions on or prior to the Closing Dateconditions, upon the non-fulfillment of any of which this Agreement may, at may be waived by Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) 1. Each and every representation and warranty made by Purchaser shall have been true and correct when made and Buyer in this Agreement shall be true and correct in all material respects as if originally made on and as of the Closing Date.Closing; (b) All 2. Buyer shall have fully performed all of its obligations of Purchaser to be performed hereunder throughunder this Agreement; 3. Buyer shall have tendered the purchase price and delivered the required documents, instruments and including on, certificates at the Closing Date as set forth in Section X.B. 4. No investigation, suit, action, or other proceeding shall have been performed. (c) Seller shall have received all of the agreementscommenced, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced pending or threatened by in writing before any governmental authority agency or private person on any grounds judicial forum (i) in which it is sought to restrain, enjoin or hinderprohibit, or to seek material obtain damages on account ofor other relief in connection with this Agreement, or the consummation of the transaction contemplated hereby, or (ii) that may have the effect of restraining, prohibiting, or otherwise materially interfering with the transaction contemplated hereby or otherwise adversely affect any License of the Company which is material to the operations of the Company. (e) No suit5. All necessary consents including the approval of the Illinois and Indiana Departments of Insurance, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrainlicenses, enjoin or hinder, or to seek material damages on account of, the consummation and regulatory approvals of the transaction contemplated herebyhereby shall have been received by Buyer, provided, however, in the event any such approvals contain any terms or conditions which vary from those currently imposed under any operative contract or License to which the Company is currently a party, that such terms and conditions be reasonably acceptable to Buyer. (f) Approval 6. The Related Transaction contemplated in Section I.B has been completed; the Account Agreement contemplated in Section V.G has been executed, and if Buyer requests post-closing services agreement contemplated in Section V.J, xxch agreement has been executed. If any one of the transactions contemplated by aforesaid conditions is not satisfied, this Agreement and shall be voidable prior to the Closing upon written election of Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment of all satisfaction (or, if permitted by applicable Law, waiver by Seller in writing) of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (ai) Each and every representation and warranty made by Purchaser shall have been true and correct when made and Buyer Fundamental Representations shall be true and correct in all material respects (without giving effect to any limitation as if originally made on to “materiality” or “Buyer Material Adverse Effect” or similar qualifiers set forth therein) at and as of the Closing Date.Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” or similar qualifiers set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) has not had, and would not have, a Buyer Material Adverse Effect; (b) All obligations of Purchaser Buyer shall have performed and complied with in all material respects all the covenants and agreements required to be performed hereunder through, and including on, by it under this Agreement at or prior to the Closing Date shall have been performed.Closing; (c) Seller The applicable waiting periods, if any, under the HSR Act shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding expired or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.terminated;

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate effect the transactions contemplated hereby is Closing are subject to the fulfillment of all of the following conditions on satisfaction or waiver at or prior to the Closing Date, upon of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (a) Each All consents and every representation and warranty made by Purchaser approvals of any Governmental Authority set forth in Section 3.2(c) of the Seller Disclosure Schedule shall have been true and correct when made obtained and shall be true remain in full force and correct in all material respects as if originally made on effect, and as any waiting period applicable to the consummation of the Closing Datetransactions contemplated hereby shall have expired or been terminated. (b) All obligations of Purchaser to be performed hereunder throughNo statute, and including onrule, the Closing Date regulation, order, decree, proceeding or injunction shall have been performed. (c) Seller shall have received all of the agreementsissued, certificatesenacted, documents and items specified in Section 8.2. (d) No suitentered, proceeding promulgated or investigation shall have been commenced enforced by a Governmental Authority that prohibits, restricts or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, makes illegal the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement. (gc) The amount representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct as of the Accounts Receivable Closing Date as though made on the Closing Date (except that representations or warranties that expressly relate to an earlier date need only be true and correct on and as of such earlier date), in each case except for breaches as to matters that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect. (d) Purchaser shall have performed and complied in all material respects with the agreements, covenants and obligations required by this Agreement to be purchased is acceptable to so performed or complied with by Purchaser at or before the Closing. (e) Seller will have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, that the conditions specified in its sole discretionSections 6.2(c) and (d) have been fulfilled. (f) Purchaser shall have made the deliveries required under Section 2.4(d).

Conditions to Seller’s Obligations. The obligation of Seller Sellers’ obligations to consummate the transactions contemplated hereby is in connection with the Closing are subject to the fulfillment of all satisfaction or waiver by Sellers of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each (i) the representations set forth in Section 4.1, Section 4.2, Section 4.3(a) and every representation and warranty made by Purchaser Section 4.5 shall have been be true and correct when in all respects, other than de minimis exceptions, as of the Closing Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date) and (ii) all representations and warranties set forth in Article IV (other than as set forth in clause (i)) shall be true and correct in all material respects as if originally made on (except that any representation or warranty that is qualified by materiality shall have been true and correct in all respects) as of the Closing Date.Date as though made on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), in each case except for such failure to be so true and correct that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement; (b) All obligations Buyer shall have performed and complied with each of Purchaser to be performed its covenants and agreements hereunder through, and including on, through the Closing Date shall have been performed.in all material respects; (c) Seller the Bankruptcy Court shall have received all of entered (i) the agreementsBidding Procedures Order, certificatesand (ii) the Sale Order, documents and items specified no order staying, reversing, modifying, or amending the Sale Order shall be in Section 8.2.effect on the Closing Date; (d) No suit, proceeding or investigation all applicable waiting periods under any Antitrust Law shall have expired or otherwise been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.terminated; (e) No suit, proceeding or investigation no material Decree shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the be in effect that prohibits consummation of the transaction contemplated hereby. (f) Approval any of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.Agreement; and (gf) The amount of the Accounts Receivable each delivery contemplated by Section 2.5(c) to be purchased is acceptable delivered to Seller in its sole discretionSellers shall have been delivered.

Conditions to Seller’s Obligations. The Each obligation of Seller to consummate be performed on the transactions contemplated hereby is Closing is, at the option of Seller, subject to the fulfillment of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIbelow: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and Buyer in this Agreement shall be true and correct accurate in all material respects as if originally made on and as of the Closing with the same effect as though such representations and warranties had been given on and as of the Closing and Seller shall have received a certificate, dated as of the Closing Date, signed by Buyer to such effect. Buyer shall also have performed and complied with, in all material respects, all of its obligations under this Agreement which are to be performed or complied with by it prior to or at Closing. Seller shall have received a certificate, dated as of the Closing Date, signed by Buyer to such effect. (b) All obligations of Purchaser to There shall not be performed hereunder through, and including on, on the Closing Date shall have been performed. (ci) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened any Order by any governmental authority Governmental Body, (ii) any written threat thereof by any Governmental Body, which is evidenced by a writing received from the threatening agency or private person on (iii) any grounds to restrainProceeding, enjoin which in all reasonable likelihood, might prohibit or hinder, or to seek material damages on account ofrender illegal, the consummation of the transaction contemplated herebyherein or which seeks damages on account thereof. (ec) No suitAll agreements, proceeding or investigation documents, and instruments contemplated under this Agreement to be executed and delivered by Buyer shall have been commenced or threatened duly executed by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Buyer and shall be ready for delivery concurrently with the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement. (d) All required consents, approvals and waivers from any Governmental Body, including those under the HSR Act, shall have been received, or if applicable, the waiting period under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. (e) The Assignment and Assumption Agreement substantially in the form of Exhibit I shall have been executed and delivered by Buyer to Seller's Ancillary Documents by Crestar Bank, N.A.. (f) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form of Exhibit K-1; the Services Agreement (Long Term) in substantially the form of Exhibit K-2; and the Agreement for Anhydrous Ammonia Storage and Throughput Service in substantially the form of Exhibit Q. (g) No Casualty Loss to the Assets which would have a Material Adverse Effect (as defined in Section 7.01), whether or not covered by insurance, shall have occurred since the Reference Balance Sheet Date. (h) The amount of Sales Tax Exemption Certificate(s) (for Resale) for the Accounts Receivable to be purchased is anhydrous ammonia linefill in a form or forms acceptable to Seller the states in its sole discretionwhich the linefill is locate shall have been executed and delivered by Buyer to Seller.

Conditions to Seller’s Obligations. The obligation obligations of Seller Sellers to consummate the transactions contemplated hereby is shall be subject to the fulfillment satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions on as the Sellers may waive: 6.1 Purchaser shall have compiled in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing Date, upon and all of the non-fulfillment representations and warranties of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and contained herein shall be true and correct in all material respects on and as if originally of the Closing Date with the same effect as though made on and as of the Closing Date. 6.2 All action (bincluding notifications and filings) All obligations of Purchaser that shall be required to be performed hereunder throughtaken by Purchaser in order to consummate the transactions contemplated hereby shall have been taken and all consents, approvals, authorizations and including on, exemptions from third parties that shall be required in order to enable the Sellers to consummate the transactions contemplated hereby shall have been duly obtained. 6.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall have been performedbe pending or threatened in writing as of the Closing Date. (c) Seller 6.4 The Sellers shall have received from the Purchaser all of the agreements, certificates, documents and other items specified required to be delivered at Closing as provided in Section 8.22.3 herein. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the closing of the transactions contemplated hereby is in this Agreement are subject to the fulfillment of all satisfaction, at or before the Closing, of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIthis Section 5.2: (a) Each there shall be no suit, action, investigation or 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 every representation no Order with respect thereto shall be in effect; (i) the representations and warranty made warranties of Buyer contained in Article 4 that are not qualified by Purchaser materiality shall have been true and correct when made as of the date of this Agreement, and shall be at and as of the Closing as though then made, true and correct in all material respects respects, and the representations and warranties of Buyer contained in Article 4 that are qualified by materiality shall have been as if originally made on of the date of this Agreement, and shall be at and as of the Closing Date. as though then made, true and correct; (bii) All obligations Buyer shall have performed or caused to have been performed in all material respects all of Purchaser the covenants and agreements required by this Agreement to be performed hereunder throughby Buyer at or prior to the Closing; and (iii) Buyer shall have delivered to Seller a certificate executed by the Chief Executive Officer or Chief Financial Officer of Buyer, and including on, dated as of the Closing Date shall Date, certifying that the conditions set forth in Sections 5.2(b)(i) and 5.2(b)(ii) have been performed.satisfied; (c) Buyer shall have delivered to Seller the Estimated Purchase Price; and (d) Seller shall have received all of each other document required to be delivered to Seller at or prior to the agreements, certificates, documents and items Closing pursuant to this Agreement (including those specified in Section 8.2. (d) No suit, proceeding 6.3). Any agreement or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds document to restrain, enjoin or hinder, or be delivered to seek material damages on account ofSeller pursuant to this Section 5.2, the consummation form of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds which is not attached to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is under this Agreement are subject to the fulfillment of all satisfaction of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of Date (any of which may be waived in writing in whole or in part by Seller): A. All representations and warranties of Buyer contained in this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects on and as if originally made of the Closing Date with the same effect as though given on and as of the Closing Date.; (b) All B. Buyer shall have fully performed and observed, in all material respects, its obligations of Purchaser and covenants set forth in this Agreement which are to be performed hereunder through, and including on, or observed by it on or prior to the Closing Date and shall have been performed.tender the required payments, documents, instruments and certificates at the Closing as set forth in subparagraph 10.2 or otherwise required hereby; (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the C. The consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement shall not then be subject to an injunction or temporary restraining order; D. Buyer, Seller and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount the Landlord of the Accounts Receivable Premises shall have entered into an Extension, Assignment and Assumption Agreement, in form and substance satisfactory to Buyer, in which, inter alia, Buyer shall have obtained the written consent of the Landlord to the assignment of the Lease to Buyer, Landlord shall have extended the time of the Lease through July 31, 2002, with the rental rate for such renewal term to be purchased is acceptable at the lower of (x) the then existing market rate or (y) $11,109 per month, adjusted, annually, to Seller reflect any increase in its sole discretionthe consumer price index between July, 2001 and July of each year of the renewal term, and the Landlord shall have represented to Buyer that (i) no default exists under the Lease, (ii) all amounts owing under the Lease have been fully and timely paid, and (iii) if the Lease were terminated at Closing, the Landlord would accept the Premises in their present condition without assessment of any charges for damage to, or failure to repair, the Premises; and E. Stockholder shall have entered into an Employment, Non-Compete and Confidentiality Agreement with Buyer.

Conditions to Seller’s Obligations. The In addition to the condition set forth in Section 5.4(f), the obligation of Seller to consummate sell the transactions contemplated hereby Purchased Assets is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing DateDate except for such failures of representations or warranties to be true and correct (without regard to any materiality qualifiers therein) which in the aggregate do not have any adverse effect on Purchaser's obligations hereunder or under Purchaser's Ancillary Documents. (b) All material obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all material obligations which Purchaser would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been fully performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, hinder the consummation of the transaction contemplated hereby. (d) Purchaser shall have delivered to Seller the written opinions of Skadden, Arps, Slate, Meagher & Flom, LLP and Martin Wagner, Associatx Xxxxxal Xxxxsel of Xerox Xxxxxxxxxxn, addressed to Seller, dated as of the Closing Date, in substantially the forms contained in Exhibit C attached hereto. (e) No suit, proceeding or investigation The Bank Consent shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyobtained. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is are subject to the fulfillment of all of the following conditions on satisfaction or waiver at or prior to the Closing Date, upon of each of the non-fulfillment following conditions. The benefits of these conditions are for the benefit of Seller only and may be waived by Seller in writing at any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth time in Article XI:its sole discretion. (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and Buyer in this Agreement shall be true and correct accurate in all material respects as of the Closing Date as if originally made on and as of the Closing DateDate (except for such representations or warranties which address matters only as of a particular time, which shall have been accurate in all respects as of such particular time), and Seller will have received a certificate attesting thereto duly executed by an officer of Buyer. (b) All obligations Buyer will have performed, satisfied and complied with all covenants and agreements required by this Agreement in all material respects and Seller will have received a certificate attesting thereto duly executed by an officer of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performedBuyer. (c) Seller MDI shall have received distributed to Seller all of the agreementsits cash and cash equivalents and its securities and negotiable instruments on hand, certificatesin lock boxes, documents and items specified in Section 8.2financial institutions or elsewhere, including any cash residing in any collateral cash account securing any obligation or contingent obligation. (d) No suit, proceeding or investigation Seller shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, assumed the consummation Indebtedness of the transaction contemplated herebyMDI. (e) No suitAll intercompany payables and receivables as between MDI, proceeding on the one hand, and Seller or investigation any Affiliate of Seller, on the other hand, shall have been commenced settled or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyterminated. (f) Approval The Retained Assets shall have transferred to the Seller or an Affiliate of the transactions contemplated Seller by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.CynoGen. (g) The amount of Non-Exclusive License Agreement between Prelude and the Accounts Receivable Company shall have been terminated. (h) The closing deliveries set forth in Section 2.5 will have been delivered to be purchased is acceptable to Seller in its sole discretionSeller.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby by this Agreement is subject to the fulfillment satisfaction (unless waived in writing by Seller) of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each the representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyer contained in this Agreement shall be true and correct correct, without giving effect to any qualification as to materiality (or any variation of such term) contained in all material respects any particular representation or warranty, on and as if originally of the Closing Date, as though such representations and warranties were made on and as of the Closing Date., except to the extent that any such breach together with all other such breaches does not materially impair Buyer’s ability to perform its obligations hereunder. Buyer shall have delivered to Seller a certificate of its Manger, dated the Closing Date, to the foregoing effect; (b) All obligations of Purchaser Buyer shall have performed and complied in all material respects with all covenants to be performed hereunder through, and including on, or complied with by it on or prior to the Closing Date Date. Buyer shall have been performed.delivered to Seller a certificate of its Manager, dated the Closing Date, to the foregoing effect; (c) Seller no Law shall have received all been enacted, issued, promulgated, enforced or entered which is in effect and has the effect of making the sale of the agreements, certificates, documents and items specified in Section 8.2.Assets by Seller to Buyer or any of the other transaction contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the sale of the Assets by Seller to Buyer or any of the other transactions contemplated by this Agreement; (d) No suitthe consents, proceeding or investigation authorizations, approvals and waivers set on Section 6.1(d) of the Seller Disclosure Schedule shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.obtained; and (e) No suit, proceeding or investigation the Rxxxxxxxx Standby Letter of Credit shall be in full force and effect and Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds delivered such Rxxxxxxxx Standby Letter of Credit to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar BankHSBC Bank USA, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The Seller's obligation of Seller to consummate the transactions contemplated hereby is hereunder shall be subject to waiver by Seller or the fulfillment satisfaction of all each of the following conditions on at or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIClosing: (a) 4.1.1 Each and every representation and warranty made by Purchaser of Buyer contained herein shall have been true and correct when made and shall continue to be true and correct at the Closing, each covenant and obligation to be performed by Buyer prior to the Closing shall have been performed in all material respects as if originally made on and as an officer of Buyer shall have certified the Closing Dateforegoing to Seller in writing. (b) All obligations 4.1.2 Buyer shall have executed and delivered to Seller the Xxxx of Purchaser Sale and the Assumption Agreement and the other documents required to be performed hereunder through, and including on, the Closing Date shall have been performedexecuted by Buyer under this Agreement. (c) 4.1.3 Seller shall have received all of the agreements, certificates, documents and items specified total Purchase Price in Section 8.2immediately available funds (less the Deposit). (d) No suit, proceeding or investigation 4.1.4 Buyer shall have been commenced or threatened delivered to Seller: (i) certified copies of resolutions duly adopted by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Buyer's board of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of directors approving the transactions contemplated by this Agreement and Seller's Ancillary Documents authorizing the execution, delivery, and performance by Crestar BankBuyer of this Agreement certified by the Secretary of Buyer; and (ii) a certificate from the Secretary of Buyer as to the incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement. 4.1.5 No action, N.A. (g) The amount suit or other proceedings shall be pending before any court, tribunal or Governmental Entity seeking or threatening to restrain or prohibit the consummation of the Accounts Receivable transactions contemplated by this Agreement, or seeking to be purchased is acceptable to Seller obtain substantial damages in its sole discretionrespect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any Governmental Entity having appropriate jurisdiction. 4.1.6 The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 8.2.1 below and the Approval Order as contemplated by and defined in Section 8.2.2 below and the Approval Order shall not have been stayed as of the Closing Date.

Conditions to Seller’s Obligations. The Seller's obligation to make the deliveries required of Seller to consummate at the transactions contemplated hereby is Closing Date shall be subject to the fulfillment satisfaction or waiver by Seller of all each of the following conditions on or prior to conditions. 4.1.1 All of the Closing Date, upon the non-fulfillment representations and warranties of any of which this Agreement may, at Seller's option, Buyer contained herein shall be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct as of the date when made and shall be deemed to be made again as of the Closing Date and shall be true and correct in all material respects at and as if originally made on of such time. 4.1.2 Buyer shall have executed and delivered to Seller the Assignment of Leases. 4.1.3 Buyer shall have delivered, or shall be prepared to deliver at the Closing, all cash and other documents required of Buyer to be delivered at the Closing. 4.1.4 Buyer shall have delivered to Seller appropriate evidence of all necessary corporate action by Buyer in connection with the transactions contemplated hereby, including, without limitation: (i) certified copies of resolutions duly adopted by Buyer's directors approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ii) a certificate as to the incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement. 4.1.5 All applicable waiting periods relating to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 shall have expired or been terminated and any proceedings that may have been filed or instituted thereunder shall have been satisfactorily concluded. 4.1.6 No action, suit or other proceedings shall be pending before any court, tribunal or governmental authority seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. 4.1.7 The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 8.4.1 below and the Sale Approval Order as contemplated by and defined in Section 8.4.2 below and the Sale Approval Order shall not have been stayed as of the Closing Date. (b) All obligations 4.1.8 Buyer shall have performed or tendered performance in all material respects of Purchaser the covenants on Buyer's part to be performed hereunder throughwhich, and including onby their terms, are intended to be performed before the Closing. 4.1.9 Buyer shall have offered employment to at least 90% of the employees who are employed by Seller on the Closing Date Date, on substantially similar terms to those under which they are employed on the Execution Date; provided that nothing contained herein shall have been performed(i) obligate Buyer to assume any collective bargaining agreements or any obligations thereunder or (ii) be interpreted to constitute an employment agreement with any such employees. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation Seller's obligations to make the deliveries required of Seller on the Closing Date shall be subject to consummate the satisfaction (or waiver by Seller) of each of the following conditions and consummation of the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of before the Closing Date. (a) All of the representations and warranties of Buyer contained herein shall be true and correct as of the date of this Agreement and shall continue to be true and correct on the Closing Date in all material respects and Buyer shall have delivered to Seller a certificate, dated the Closing Date, to such effect. (b) All of the covenants and obligations of Purchaser to be performed hereunder through, and including on, by Buyer at or prior to the Closing Date shall have been performedperformed in all material respects. (c) Seller Buyer shall have received all of executed and delivered to Seller the agreements, certificates, documents Transaction Documents required to be executed by the Buyer and items specified each other document as set forth in Section 8.23.4 herein. (d) No suitWithout limiting the provisions of Section 4.1.2, proceeding or investigation Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds paid to restrain, enjoin or hinder, or to seek material damages on account of, Seller the consummation balance of the transaction contemplated herebyPurchase Price as provided in Section 2.2(b)(ii). (e) No suit, proceeding or investigation Buyer shall have been commenced or threatened delivered to Seller appropriate evidence of all necessary corporate action by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Buyer in connection with the consummation of the transaction transactions contemplated hereby. , including, without limitation, (fi) Approval certified copies of resolutions duly adopted by Buyer's directors approving the transactions contemplated by this Agreement and Seller's Ancillary authorizing the execution, delivery, and performance by Buyer of this Agreement and the other Transaction Documents to be executed by Crestar BankBuyer pursuant hereto; and (ii) a certificate as to the incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement. (f) No action, N.A.suit or other proceedings shall be pending before any court, tribunal or Governmental Authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages against Buyer or the Purchased Assets in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any Governmental Authority having appropriate jurisdiction. (g) The amount Bankruptcy Court shall have entered the Procedures Order and the Sale Order in accordance with Section 8.2 below and all conditions contemplated by such Orders to consummation of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretiontransactions contemplated hereby shall have been satisfied.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is by this Agreement shall be subject to the fulfillment following conditions, which, if capable of all of the following conditions on or prior to the Closing Datebeing waived, upon the non-fulfillment of any of which this Agreement may, at Seller's option, may be terminated pursuant to and with the effect set forth waived by Seller in Article XIits sole discretion: (a) Each and every representation and warranty made by Purchaser Buyer shall have been true performed and correct when made complied in all material respects with all covenants and obligations in this Agreement to be complied with and performed by Buyer at or before Closing. (b) All representations and warranties of Buyer in this Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of the date of Closing with the same force and effect as if originally such representations and warranties had been made on and as of the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performedthat date. (c) Seller Buyer shall have received all delivered to the Seller a certificate dated as of the agreementsdate of Closing, certificatesexecuted by an executive officer of the Buyer, documents certifying that the conditions stated in paragraphs 7.2(a) and items specified in Section 8.27.2(b) have been satisfied. (d) No suitAll authorizations, proceeding or investigation approvals and consents described on Schedule 7.1(d) of shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyobtained. (ei) No suit, proceeding or investigation Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds exercised its reasonable best efforts to restrainarrange for each of the Buyer Surety Arrangements prior to Closing, enjoin or hinderand Seller shall be reasonably satisfied that, or to seek material damages on account ofupon implementation of the Buyer Surety Arrangements, the consummation Seller Surety Arrangements will be released by the relevant Governmental Authorities. (ii) To the extent that any of the transaction contemplated herebySeller Surety Arrangements shall not have been released as of Closing, the Buyer shall have deposited with the Escrow Agent an amount in cash equal to the remaining Reclamation Liability Amount as of Closing. (f) Approval There shall be no pending or threatened third party Litigation seeking to obtain damages in connection with, or to restrain, prohibit, invalidate, set aside, in whole or in part, the consummation of this Agreement or the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar BankAgreement, N.A.or which if successful could have the effect of any of the foregoing or any Judgment providing for any of the foregoing. (g) The amount of TSX shall have conditionally approved for listing the Accounts Receivable Klondex Shares underlying the Warrants. (h) Buyer shall have performed and complied in all respects with the covenants and obligations in Section 6.5(b) to be purchased is acceptable to Seller in its sole discretioncomplied with and performed by Buyer at or before Closing.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment of all satisfaction of the following conditions on or prior to before the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each the representations and every representation and warranty made by Purchaser shall have been true and correct when made and shall warranties set forth in Article V hereof will be true and correct in all material respects as if originally made on at and as of the Closing Date.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 date hereof) shall only need to have been true on and as of such date; (b) All obligations of Purchaser Buyer shall have performed in all material respects all the covenants and agreements required to be performed hereunder through, and including on, by it under this Agreement prior to the Closing Date shall have been performed.Closing; (c) Seller shall have received all of obtained, or caused to be obtained, each consent and approval required in order to complete the agreements, certificates, documents and items specified in Section 8.2.transactions contemplated hereby; (d) No suitall material governmental filings, proceeding or investigation shall authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been commenced duly made and obtained; (e) there shall not be threatened, instituted or threatened by pending any action or proceeding, before any court or governmental authority or private person on any grounds agency, domestic or foreign, (i) challenging or seeking to restrain, enjoin or hindermake illegal, or to seek material damages on account ofdelay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction 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, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby.; (f) Approval 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 Section 8.02(e) hereof; (g) Seller shall have received from counsel for Buyer a written opinion, dated as of the Closing Date, addressed to Seller, in form and substance reasonably satisfactory to Seller and its counsel, with respect to such matters as Seller and its counsel may reasonably request; (h) on the Closing Date, Buyer shall have delivered to Seller all of the following: (i) the Closing Cash Payment, less any amounts withheld pursuant to Section 2.06(a) hereof; (ii) a certificate of an appropriate officer of Buyer, dated the Closing Date, stating that the conditions set forth in subsections 8.01(a) - 8.01(f) above have been satisfied; (iii) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (iv) a copy of the text of the resolutions adopted by the Board of Directors of Buyer, authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement Agreement; along with a certificate executed on behalf of Buyer, by an appropriate officer certifying to Seller that such copy is a true, correct and Seller's Ancillary Documents by Crestar Bankcomplete copy of such resolutions, N.A.and that such resolutions were duly adopted and have not been amended or rescinded; (gv) The amount incumbency certificates executed on behalf of Buyer by its corporate secretary, certifying the signature and office of each officer executing this Agreement or any agreements or documents contemplated hereby; and (vi) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby; and (i) Buyer shall have executed and delivered the Distribution Agreements and such Distribution Agreements shall be in force and effect as of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionClosing.

Conditions to Seller’s Obligations. The obligation of Seller Sellers to consummate close the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIconditions: (a) Each 5.1.1 The representations and every representation and warranty warranties made by Purchaser in Article 3 not qualified as to materiality shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date and the representations and warranties made by Purchaser in Article 3 qualified as to materiality shall have been true and correct in all respects when made and shall be true and correct in all respects as if originally made on and as of the Closing Date. Notwithstanding the foregoing, all representations and warranties in Article 3 which address matters only as of a particular date shall have been and shall remain true and correct in all material respects or true and correct in all respects, as the case may be, as of that particular date. (b) 5.1.2 All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Purchaser would be required to perform at the Closing if the transactions contemplated hereby were consummated) shall have been performedperformed in all material respects. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) 5.1.3 No suit, proceeding or investigation Proceeding shall have been commenced or threatened by pending whereby any governmental authority Governmental Authority seeks to restrain or private person on any grounds to restrain, enjoin or hinderenjoin, or to seek seeks material damages on account of, the consummation of the transaction transactions contemplated hereby. (e) No suit5.1.4 Purchaser shall have delivered to Sellers the written opinion of Xxxxxxx & Xxxxx L.L.P., proceeding or investigation counsel for Purchaser, dated the Closing Date, in substantially the form of Exhibit 5.1.4 attached hereto. 5.1.5 The HSR Clearance shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyobtained. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate sell the transactions contemplated hereby is Shares pursuant to this Agreement shall be subject to the fulfillment of all of the following conditions satisfaction (or waiver by Seller), on or prior to the Closing Date, upon of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (a) Each and every representation and warranty made by Purchaser There shall have been true no material breach by Buyers in the performance of any of their covenants and correct when made agreements herein; each of the representations and warranties of Buyers contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date as if originally though made on and as of the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of each of Buyers by their respective authorized representatives, in addition to the other deliveries specified in Section 3.3. (b) All obligations of Purchaser to be performed hereunder throughNo action, and including on, the Closing Date suit or proceeding by any Governmental Body shall have been performedinstituted or threatened to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (c) Seller Each of the lenders who are parties to the Existing Loan Agreements shall have received all of consented to, in writing, the agreements, certificates, documents and items specified in Section 8.2transactions provided for herein. (d) No suit, proceeding or investigation The holders of at least a majority of the outstanding Common Stock of Seller shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation voted in favor of the transaction contemplated herebytransactions provided for herein at the Seller Stockholder Meeting. (e) No suit, proceeding or investigation The parties shall have been commenced received all approvals and actions of or threatened by any governmental authority or private person on any grounds all Governmental Bodies necessary to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of consummate the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bankhereby, N.A. (g) The amount of the Accounts Receivable which are required to be purchased is acceptable obtained prior to Seller in its sole discretionthe Closing by applicable Requirements of Laws.

Conditions to Seller’s Obligations. The obligation of the Seller to consummate the transactions contemplated hereby sale of the Assets to the Buyer pursuant to this Agreement is and shall be subject to the satisfaction and fulfillment of all of the following conditions or compliance with, on or prior to the Closing Date, upon the non-fulfillment of following conditions precedent, any of which this Agreement may, at may be waived by the Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each of the representations and every representation warranties of the Buyer contained in this Agreement or in the other Transaction Documents, shall be true, correct and warranty made by Purchaser complete in all material respects, and the Seller shall have been true received from the Buyer a certificate to such effect, dated as of the Closing Date in form and correct when made substanc e satisfactory to counsel for the Seller. The Buyer shall have performed and shall be true and correct complied in all material respects as if originally made on with all agreements, covenants and as conditions required by this Agreement or the other Transaction Documents to be performed or complied with by it prior to or at the Closing, and the Seller shall have accepted the form and content of all exhibits, Schedules and documents to be delivered by the Closing DateSeller and the Seller Members at the Closing. (b) All obligations of Purchaser to be performed hereunder through, and including onNo action or proceeding against the Seller, the Closing Date Seller Members, or the Buyer shall have been performedinstituted before a court or other Governmental Authority which, if successful, would prohibit the consummation of, or require substantial rescission of, the transactions contemplated under this Agreement or the other Transaction Documents. (c) The Seller shall have received all of the agreementsdocuments, certificates, documents instruments and other items specified identified in Section 8.24.3 hereof. (d) No suit, proceeding or investigation The Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds taken all action necessary to restrainauthorize, enjoin or hinderexecute, or to seek material damages on account of, deliver and consummate this Agreement and the consummation of the transaction contemplated herebyother Transaction Documents. (e) No suitThe Seller, proceeding or investigation in the Seller’s reasonable discretion, shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation be satisfied with tits review of the transaction contemplated herebyClosing Estimated Net Working Capital contained in the Pre-Closing Certificate. (f) Approval The Seller shall be satisfied with its review of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.RMR Stock Documents. (g) The amount of RMR Industrials, Inc. will have committed to guarantee the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionLease Agreements and deliver the RMR Stock.

Conditions to Seller’s Obligations. The obligation obligations of Seller Sellers to consummate the transactions contemplated hereby is by this Agreement are subject to the fulfillment of all satisfaction of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to : a. The representations and with the effect warranties set forth in Article XI: (a) Each and every representation and warranty made by Purchaser shall have been true and correct when made and V shall be true and correct in all material respects (except that the representations and warranties which are qualified as if originally made on to “materiality” shall be true and correct) at and as of the Closing Date.Date as though then made (other than such representations and warranties that specifically relate to a specific date, which need only be true and correct in all material respects as of such date); (b) All obligations b. The Purchaser shall have performed and complied in all material respects with all of Purchaser the covenants and agreements required to be performed hereunder through, and including on, by it under this Agreement on or before the Closing Date shall have been performed.Closing; (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, c. All Governmental Consents that are required for the consummation of the transaction transactions contemplated hereby. (e) No suit, proceeding or investigation hereby shall have been commenced duly sought and obtained (and, without limiting the generality of the foregoing, all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or threatened by otherwise been terminated); d. There shall be no Applicable Law or final, nonappealable order of any governmental authority Governmental Authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, arbitral body of competent jurisdiction that is in effect that prohibits the consummation of any of the transaction transactions contemplated hereby.; e. On or before the Closing Date, the Purchaser shall have delivered to the Trust Sellers, on behalf of the Sellers, all of the following: i. a certificate from the Purchaser in a form reasonably satisfactory to the Trust Sellers, on behalf of the Sellers, dated the Closing Date, stating that the conditions specified in Sections 3.2(a) and (fb) Approval have been satisfied; ii. a copy of the resolutions of the board of directors, board of managers or other governing body, as applicable, of the Purchaser approving the transactions contemplated by this Agreement and Seller's Ancillary Documents to be performed by Crestar Bank, N.A.the Purchaser; (g) The amount iii. copies of the Accounts Receivable Governmental Consents described in Section 3.2(c) to the extent applicable to the Purchaser; and iv. such other documents or instruments as Sellers may reasonably request to effect the transactions contemplated hereby; f. The Purchaser and the Escrow Agent shall have entered into and delivered to Sellers the Escrow Agreement; and g. Old Asworth shall have received a Letter Ruling from the IRS, in form and substance reasonably satisfactory to Sellers, granting the rulings requested in Old Asworth’s ruling request dated March 31, 2006. Any condition specified in this Section 3.2 may be purchased is acceptable to Seller waived by Sellers in its their sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate be performed on the transactions contemplated hereby is Closing are, at the option of Seller, subject to the fulfillment satisfaction of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIbelow: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and in this Agreement that are not qualified by materiality qualifier shall be true true, complete and correct accurate in all material respects as if originally made and those that are qualified by materiality qualifier shall be true, complete and accurate, in each case, on and as of the Closing Date. Purchaser shall also have performed or complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date. (b) All obligations of Purchaser to There shall not be performed hereunder through, and including on, in existence on the Closing Date shall have been performed(i) any Legal Requirement or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority or other Person which is evidenced in writing by the threatening Authority or other threatening Person, or (iii) any instituted or pending action or proceeding which, in any case, would enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby. (c) Seller shall have received all of the agreements, certificates, following documents and items specified in Section 8.2.from Purchaser: (di) No suitEvidence, proceeding or investigation shall have been commenced or threatened satisfactory to Seller, that Purchaser has substi­tuted bonds satisfactory to the State of Wyoming it has procured for those of Seller as to the Assets; (ii) A Letter of Credit in the form attached hereto as Exhibit E in favor of Seller issued by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account ofColorado State Bank & Trust Company, the consummation Bank of Oklahoma or other banking institution, to secure the transaction contemplated hereby. (eperformance of Purchaser’s obligations under Sections 8.4(c)(ii) No suitand 10.2(d) of this Agreement. Such Letter of Credit shall, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds subject to restrainthe terms thereof and this Article 8.4, enjoin or hinder, or to seek material damages on account of, be in the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.$3 million for one year after Closing,

Conditions to Seller’s Obligations. The Each Seller’s obligation of Seller to consummate the transactions contemplated hereby to be performed by it in connection with the Closing is subject to the fulfillment of all satisfaction of the following conditions on conditions, any of which may be waived by such Seller at or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIClosing: (a) Each each of the representations and every representation and warranty made warranties set forth in Schedule 4.1 that is qualified by Purchaser shall have been reference to materiality or Material Adverse Effect must be true and correct when made correct, and shall each of the other representations and warranties set forth in Schedule 4.1 must be true and correct in all material respects, in each case as of the Effective Date and at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct or true and correct in all material respects, as applicable, as of such specified date or time); provided, however, that such materiality qualifier will not apply to the representations and warranties contained in Schedule 4.1(b), each of which individually must have been true and correct in all respects as if originally made of the date of this Agreement and must be true and correct in all respects on and as of the Closing Date. (b) All obligations each Purchaser must have performed and complied with all of Purchaser to be performed its covenants hereunder through, and including on, in all material respects through the Closing Date shall have been performed.Closing; (c) there must not be any Order in effect preventing consummation of any of the Transactions contemplated by this Agreement; (d) each Purchaser must have delivered to RSP a certificate to the effect that each of the conditions specified above in Section 7.2(a)-(c) is satisfied in all respects; (e) the Parties must have received all authorizations, consents, and approvals of Governmental Entities referred to in Section 3.1(b) and Section 3.2(c) of the Seller Disclosure Schedule; (f) each Purchaser party to an Ancillary Agreement shall have delivered a counterpart signature page to such Ancillary Agreement; (g) REL shall have received written consent to the sale and transfer of the REL-Owned Shares to Purchaser Sub pursuant to this Agreement from (i) all of the syndicated lenders under the Loan Agreement, dated as of September 11, 2013, by and among REL, The Bank of Tokyo, Mitsubishi-UFJ, Ltd., Mizuho Bank, Ltd., Sumitomo Mitsui Trust Bank, Limited and Mitsubishi UFJ Trust and Banking Corporation, (ii) NEC Corporation under the Loan Agreement, dated as of September 11, 2013, by and between REL and NEC Corporation, (iii) Hitachi, Ltd. under the Loan Agreement, dated as of September 11, 2013, by and between REL and Hitachi, Ltd., and (iv) Mitsubishi Electric Corporation under the Loan Agreement, dated as of September 11, 2013, by and between REL and Mitsubishi Electric Corporation (collectively, the “REL Bank Consents”); (h) Powerchip shall have received all written consents to the sale and transfer of the agreementsPTC-Owned Shares to Purchaser Sub pursuant to this Agreement that are required to be obtained under various syndication credit agreements (last amended as of March 22, certificates2013) by and among Powerchip, documents Xxx Xxx Commercial Bank, Mega International Commercial Bank, Cathay United Bank and items specified in Section 8.2.other financial institutions named therein (collectively, the “PTC Bank Consents”); and (di) No suit, proceeding or investigation shall each Purchaser must have been commenced or threatened by any governmental authority or private person on any grounds delivered to restrain, enjoin or hinder, or to seek material damages on account of, the consummation RSP a certificate of the transaction contemplated hereby. (e) No suitsecretary of such Purchaser dated the Closing Date certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of such Purchaser authorizing the execution, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, delivery and performance of this Agreement and that all such resolutions are in full force and effect and are all the consummation of the transaction contemplated hereby. (f) Approval of resolutions adopted in connection with the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretionAgreement.

Conditions to Seller’s Obligations. The Each Seller’s obligation of Seller to consummate complete the transactions contemplated hereby by this Agreement is subject to conditioned upon the fulfillment of all of the following conditions satisfaction (or such Seller’s written waiver) on or prior to the Closing Date, upon Date of the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIfollowing conditions: (a) Each There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining any Buyer or Seller from consummating the transactions contemplated hereby with respect to any portion of the Interests and every representation and warranty made by Purchaser the Property. (b) All Required Consents shall have been true obtained or made. (c) Buyer shall have deposited with Escrow Agent in cash the Purchase Price as adjusted as provided herein. (d) Each of the documents required to be delivered by Buyer pursuant to Section 7.3 shall have been delivered as provided therein, including, without limitation, the Employer Substitution Agreement, Buyer shall not otherwise be in material default of its obligations hereunder, and correct when made all of Buyer’s representations and warranties contained herein shall be true and correct in all material respects as if originally made on and as of the Closing Date. Date (b) All obligations except that any representations or warranties made as of Purchaser to a specified date shall be performed hereunder through, true and including on, the Closing Date shall have been performed. (c) Seller shall have received all correct as of the agreements, certificates, documents and items such specified in Section 8.2. (d) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebydate). (e) No suit, action or proceeding or investigation shall have been commenced by or threatened by any governmental authority against Buyer under the United States or private person on any grounds to restrainthe Mexican bankruptcy code, enjoin or hinderas applicable, or to seek material damages on account of, any state law for the consummation relief of debtors or for the enforcement of the transaction contemplated herebyrights of creditors and no attachment, execution, lien or levy shall have been attached to or been issued with respect to any of Buyer’s assets. (f) Approval Seller shall have obtained Manager’s consent pursuant to the terms and conditions of the transactions Management Agreement to the purchase and sale of the Interests as contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A.herein (the “Manager Consent”). (g) The amount Pre-Closing Merger shall have been consummated pursuant to Section 4.7, and filed for recordation before the corresponding Public Registries of Commerce, and the Accounts Receivable to be purchased is acceptable to Seller Secretary of Sellers shall have recorded the merger in its sole discretionthe corporate books and records.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby Purchase is subject to the fulfillment of all of the following conditions on satisfaction at or prior to the Closing Dateof each and every one of the following conditions precedent, upon the non-fulfillment of any one or more of which this Agreement may, at Seller's option, may be terminated pursuant to and with the effect set forth waived by Seller in Article XIwriting: (a) Each of the representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties of Buyers set forth in Section 2.2 of this Agreement shall be true and correct in all material respects respects, on and as if originally of the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing DateDate (except to the extent expressly made as of another date, in which case as of such date as if made at and as of such date), and Seller shall have received a certificate of an officer of Buyers dated the Closing Date to such effect. (b) All Buyers shall have performed and complied in all material respects with all of the agreements, covenants and obligations of Purchaser required under this Agreement to be performed hereunder throughor complied with by Buyers prior to or at the Closing (including, without limitation, Section 3.6), and including on, Seller shall have received a certificate of an officer of Buyers dated the Closing Date shall have been performedto such effect. (c) Seller There shall have received all be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the agreementsPurchase to be effected at the Closing and no action, certificatessuit, documents and items specified in Section 8.2claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the Purchase to be effected at the Closing. (d) No suitThe Purchase Price, proceeding or investigation adjusted pursuant to Section 3.4 hereof, less the Deposit, and Transaction Documents required by Section 1.2(c) shall have been commenced or threatened executed and delivered by any governmental authority or private person on any grounds to restrainBuyers, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyas applicable. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The obligation obligations of Seller to consummate the transactions contemplated hereby is are subject to the fulfillment of all of the following conditions on or prior to the Closing Date, respective closing date; upon the non-non fulfillment of any of which this Agreement may, at Seller's ’s option, be terminated pursuant to and with the effect set forth in Article XISection 8.2: (a) Each and every representation and warranty made by Purchaser shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date.respective closing date; (b) All material obligations of Purchaser to be performed hereunder through, and including on, the Closing Date respective closing date shall have been performed.; (c) Seller shall have received all of the agreementsNo action or proceeding before any court, certificatesgovernment body, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation other tribunal shall have been commenced or threatened (by any governmental authority or private person on any grounds to restrain, enjoin or hindera party other than Seller, or to seek material damages on account ofan Affiliate of Seller) wherein an unfavorable judgment, decree or order would (i) prevent the consummation carrying out of this Agreement or any of the transaction transactions contemplated hereby. , (eii) No suit, proceeding or investigation shall have been commenced or threatened by declare unlawful any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents Agreement, or (iii) cause any of such transactions to be rescinded. As used in this Agreement, the term “Affiliate” shall mean any person or entity which controls a party to this Agreement, which is controlled by Crestar Banka party to this Agreement, N.A.or which is under common control with that party; (gd) The amount Seller shall have received or otherwise be satisfied with payment of the Accounts Receivable purchase price for the assets to be purchased is acceptable to Seller in its sole discretion.acquired at such closing;

Conditions to Seller’s Obligations. The obligation of Seller to consummate effect the Closing of the transactions contemplated hereby by this Agreement is subject to the fulfillment of all satisfaction of the following conditions on or prior to as of the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIClosing: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true in this Agreement and correct when made and in any certificate delivered by Purchaser pursuant hereto shall be true and correct in all material respects as if originally made on at and as of the Closing as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties. (b) Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing Date. (b) All obligations of Purchaser to be performed hereunder through, and including on, the Closing Date shall have been performed. (c) Seller shall have received all of the agreements, certificates, documents and items specified in Section 8.2. (d) No Except for any pending or threatened suit, proceeding action or investigation other Proceedings directly or indirectly initiated by Seller or Purchaser, no suit, action or other Proceedings shall have been commenced be pending or threatened by before any court or governmental or regulatory official, body or authority or private person on any grounds arbitrator that could reasonably be expected to restrain, enjoin (i) prevent the performance of this Agreement or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction transactions contemplated hereby. hereby or declare unlawful any of the transactions contemplated hereby or (fii) Approval cause any of the transactions contemplated by this Agreement to be rescinded following the Closing, and Seller's Ancillary Documents by Crestar Bankno such injunction, N.A.judgment, order, decree, ruling or charge shall be in effect. (gd) The amount Seller shall have received the duly endorsed Series A Preferred Certificate and all of the Accounts Receivable documents and other instruments that are required to be purchased is acceptable delivered at the Closing by Purchaser pursuant to this Agreement. Any conditions specified in this Section 3.2 may be waived only in a writing executed and delivered by Seller in its sole discretionto Purchaser specifying the condition being waived.

Conditions to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby Transactions is subject to the fulfillment of all of the following conditions on satisfaction, at or prior to the Closing DateClosing, upon of each of the non-fulfillment of any of which this Agreement mayfollowing conditions, at unless waived by Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (a) Each The representations and every representation and warranty made by Purchaser shall have been true and correct when made and warranties set forth in Article V shall be true and correct in all material respects (with such representations and warranties read for such purposes without materiality qualifications) as if originally made on of the date of this Agreement and as of the Closing Dateas if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except for inaccuracies that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Transactions. (b) All obligations The representations and warranties of Purchaser to Buyer set forth in the Share Purchase Agreement shall be performed hereunder through, true and including on, correct (with such representations and warranties read for such purposes without materiality qualifications) as of the date of the Share Purchase Agreement and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of the Share Purchase Agreement or some other date shall have been performedbe true and correct as of such date), except for inaccuracies that, individually or in the aggregate, would not reasonably be expected to cause a Material Adverse Effect (as defined in the Share Purchase Agreement). (c) Seller Buyer shall have received performed and complied in all of material respects with all covenants, agreements and obligations required to be performed or complied with by Buyer under this Agreement at or prior to the agreements, certificates, documents and items specified in Section 8.2Closing. (d) No suit, proceeding or investigation Buyer shall have been commenced or threatened by any governmental authority or private person on any grounds delivered to restrain, enjoin or hinder, or to seek material damages on account of, the consummation Seller: (i) each of the transaction contemplated hereby.documents required to be delivered by Buyer or its Affiliates pursuant to Section 3.2(b); and (eii) No suita certificate dated as of the Closing Date, proceeding or investigation shall signed by a duly authorized officer of Buyer, certifying that the conditions set forth in Sections 9.2(a), 9.2(b), and 9.2(c) have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated herebyduly satisfied. (f) Approval of the transactions contemplated by this Agreement and Seller's Ancillary Documents by Crestar Bank, N.A. (g) The amount of the Accounts Receivable to be purchased is acceptable to Seller in its sole discretion.

Conditions to Seller’s Obligations. The Each and every obligation of Seller Sellers to consummate be performed on the transactions contemplated hereby is Closing is, at the option of Sellers, subject to the fulfillment of all each of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XIbelow: (a) Each The representations and every representation and warranty warranties made by Purchaser shall have been true and correct when made and Buyer in this Agreement shall be true and correct accurate in all material respects as if originally made in accordance with their terms on and as of the Closing Datewith the same effect as though such representations and warranties had been given on and as of the Closing. Buyer shall also have performed or complied with, in all material respects, all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing. (b) All obligations of Purchaser to There shall not be performed hereunder through, and including on, on the Closing Date shall have been performed(1) any Order by any Governmental Body, (2) any written threat thereof by any Governmental Body, or (3) any Proceeding which, in all reasonable likelihood, might prohibit or render illegal, Sellers' consummation of the transaction contemplated herein. (c) Seller shall have received all of the All agreements, certificatesdocuments, documents and items specified in Section 8.2. (d) No suit, proceeding or investigation instruments contemplated under this Agreement to be executed and delivered by Buyer as of Closing shall have been commenced or threatened duly executed by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, Buyer and be ready for delivery concurrently with the consummation of the transaction contemplated hereby. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Approval of the transactions contemplated by this Agreement. (d) Buyer shall deliver to Sellers a certified copy of a resolution of the board of directors of the general partner of Buyer authorizing Buyer to enter into and perform this Agreement and Sellereach document to be entered into by it as of the Closing, authorizing execution of this Agreement and each such document by the Person signing on behalf of Buyer, and further certifying that such resolution and such authority have not been modified and remain in effect. (e) Buyer shall deliver to Sellers a certificate from an officer of the general partner of Buyer certifying that Buyer's Ancillary Documents by Crestar Bankrepresentations and warranties in Section 5.01 are true and accurate in all material respects in accordance with their terms at the time of Closing, N.A.and further certifying Buyer's compliance with Buyer's covenants and agreements. (f) All required consents, approvals, and waivers (including waivers of rights of first refusal and preferential purchase rights listed in Schedule 4.01(o)), including those under the HSR Act or from any other Governmental Body or other Person, shall have been received. (g) The amount Buyer shall deliver to Sellers a certificate executed by an officer of the Accounts Receivable general partner of Enterprise Products Partners L.P. certifying that it has passed a resolution sufficient to authorize it, as the Buyer Guarantor, to enter into and perform the guaranty appearing at the end of this Agreement and authorizing execution of the guaranty by each Person signing the same on behalf of the Buyer Guarantor, and further certifying that such resolutions and such authority have not been modified and remain in effect. (h) Sellers shall have received from Buyer a certificate of non-foreign status substantially in the form specified in Treasury Regulations issued under section 1445 of the Code. (i) Buyer shall deliver to Sellers a certificate of the Secretary or Assistant Secretary of the general partner of Buyer, as the case may be, certifying as of the Closing Date as to the incumbency and signatures of the officer(s) or representatives of such general partner authorized to sign this Agreement and the other documents to be purchased is acceptable to Seller in its sole discretiondelivered hereunder on behalf of Buyer, together with evidence of the incumbency of each such Secretary or Assistant Secretary.