Common use of Conditions to the Buyer’s Obligations Clause in Contracts

Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or the Buyer’s waiver) of the following conditions as of the Closing Date: (a) the Special Representations will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Material Adverse Effect, (ii) for changes expressly contemplated by this Agreement, and (iii) 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 as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer’s waiver) , of each of the following conditions as of the Closing Dateconditions: (a) (i) all of the Special Representations will be true representations and correct warranties of each Seller in Article III must have been accurate in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered date hereof and must be accurate in accordance with Section 6.03 hereof), all material respects as if made on the Closing Date Date, (ii) each Seller must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing Date were substituted for and (iii) each Seller must deliver to the date Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction, with respect to such Seller, of this Agreement throughout such Special Representations, except the conditions in clauses (i) for changes contemplated by this Agreement, and (ii) above; provided, however, that such certificate, for those purposes of the obligations under Article X, will certify that all of the 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 as of such particular date)Seller in Article III are accurate in all respects as if made on the Closing Date; (b) (i) all of the representations and warranties of the Company Target and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof this Agreement (other than the Special Representations will be true and correct Article III) must have been accurate in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered date hereof and must be accurate in accordance with Section 6.03 hereof), all material respects as if made on the Closing Date Date, except in each case to the extent any such representation or warranty contains a materiality qualification, in which case such representation or warranty must have been and must be accurate in all respects, (ii) the Target must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing and (iii) the Sellers must deliver to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) above and in Sections 7.1(e) and 7.1(i); provided, however, that such certificate, for purposes of the obligations under Article X, will certify that all of the representations and warranties of the Target in this Agreement (other than Article III) are accurate in all respects as if made on the Closing Date; (c) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date were substituted (unless otherwise indicated): (i) An assignment of Unit Membership Interests executed by each Seller and dated as of the Closing Date evidencing the sale of Units being sold by each Seller to Buyer in form and substance reasonably satisfactory to the Buyer, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to the Buyer; (ii) the minute books and capital ledger of each Company; (iii) the Non-Compete Agreements, executed by each Seller and Xxxxxxx Xxxxxxxxx; (iv) the Employment Agreement, executed by Xxxxxx; (v) signed resignations of each officer and, if applicable, each director of each Company, in form and substance reasonably satisfactory to the Buyer, together with an amended Operating Agreement in form satisfactory to Buyer; (vi) executed releases from each Seller and Xxxxxxx Xxxxxxxxx and each officer (and, if applicable, director) of each Company, in form and substance reasonably satisfactory to the Buyer; (vii) upon request of Buyer, payoff letters with respect to the Funded Debt, dated as of the Closing Date or within a reasonable time prior to the Closing Date, and all documentation necessary or desirable to obtain releases of all Encumbrances related to the Funded Debt, including appropriate UCC termination statements, in each case in form and substance reasonably satisfactory to the Buyer; (viii) a certificate of the secretary of each Company, in form and substance reasonably satisfactory to the Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the articles or certificate of incorporation of such Company certified as of a recent date by the Secretary of State of such Company’s state of incorporation and the bylaws of such Company, (2) to the extent applicable, resolutions duly adopted by the members and board of directors and stockholders of such Company authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of such Company from such Company’s state of incorporation and a certificate of existence or good standing as of a recent date of such Company from each state in which it is qualified to conduct business, (B) the resolutions referenced in subsection (A)(2) are still in effect and (C) nothing has occurred since the date of this Agreement throughout the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect such Company’s existence or good standing in any such jurisdiction; (ix) all consents to the Transactions shall be obtained by the Sellers in form and substance reasonably satisfactory to the Buyer; (x) a certification of each Seller’s non-foreign status as set forth in Treasury Regulation § 1445-2(b); (xi) the documents required by Section 2.2; and (xii) such other documents as the Buyer may reasonably request for the purpose of (A) evidencing the accuracy of the Sellers’ and the Target’s representations and warranties, except (iB) evidencing the Sellers’ and the Target’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by the Sellers and the Target, (C) evidencing the satisfaction of any condition referred to in this Section 7.1 or (D) otherwise facilitating the performance of the Transactions. (d) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise been terminated and each other Consent listed in Schedule 4.4 must have been obtained, delivered to the extent Buyer, be in full force and effect and be in the form approved by the Buyer pursuant to Section 6.2; (e) since the date hereof, there must not have been an event that the failure of such representations and warranties to be true and correct has not had and would not caused a Material Adverse Effect or could reasonably be expected to have result in a Material Adverse Effect, ; (f) there must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with any of the Transactions or (ii) for changes expressly contemplated may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions; (g) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law; and (h) the Buyer must have received the cash proceeds of the financing transactions necessary to perform the Transactions to be performed on the Closing Date and to fund the working capital requirements of the Companies after the Closing, on terms and conditions satisfactory to the Buyer; and (i) all Indebtedness owed to any Company by this Agreement, and (iii) for those representations and warranties that address matters as any Seller or any Related Person of any other particular date (in which case such representations and warranties shall Seller must have been true and correct as of paid in full by such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;Person.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or the Buyer’s waiverwritten waiver at its option) of the following conditions as of the Closing Date: (a) the Special Representations representations and warranties of the Stockholders contained in Article 3 will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, supplements or amendments delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i5.03) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties to be true and correct has does not had and would not reasonably be expected to have constitute, individually or in the aggregate, a Material Adverse Effect, (ii) for changes expressly contemplated by this Agreement, and (iii) 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 as of such particular date, except subject to the extent that the failure clause (i) of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effectthis Section 7.01(a)), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded; (b) the Company and the Stockholders shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) all consents which are set forth on Schedule 7.01(c) attached hereto shall Have been obtained; (d) all material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 9.01(d) attached hereto shall have been made and obtained; (e) no Law, judgment, decree, or order shall be in effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would, prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) the Stockholders shall have delivered to the Buyer a certificate, dated the Closing Date, stating that the preconditions specified in Section 7.01(a) and Section 7.01(b), as they relate to the Company, have been satisfied; (g) the rights of each of the individuals listed on Schedule 3.03 hereto as having outstanding rights related to acquiring the Company’s securities shall have been extinguished by the Company to the satisfaction of Buyer and each of those individuals shall have executed and delivered a confirmation of cancellation of such rights in the form of the attached Exhibit B;

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to consummate effect the transactions contemplated by Closing under this Agreement are is subject to the satisfaction (satisfaction, at or prior to the Buyer’s waiver) Closing, of each of the following conditions (any and all of which may be waived by the Buyer in whole or in part to the extent permitted by applicable Law); provided, however, that the Buyer may not rely on the failure of any condition set forth in this ‎ARTICLE VII to be satisfied if such failure was primarily caused by the Buyer’s breach of, or failure to comply with, any provision of this Agreement: . The representations and warranties made by the Company in ARTICLE III (other than the Fundamental Representations set forth in ARTICLE III) will be true and correct (without giving regard to any qualifications or limitations as to “materiality”, “materially”, “material” or “material adverse effect”, “Business Material Adverse Effect” or “Seller Material Adverse Effect” and words of similar import set forth therein other than the use of “Business Material Adverse Effect” and “Seller Material Adverse Effect” in Section 3.9(b), “in all material respects” in the second sentence of Section 3.4(a)), in all respects as of the date of this Agreement and as though such representations and warranties had been made on and as of the Closing Date: Date 106 (a) except to the Special Representations extent such representations and warranties are made as of a specified date, which representations and warranties will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular earlier date); (b) the representations and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that where the failure of such representations and warranties to be true and correct has not had and in all respects would not not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect; provided, (ii) for changes expressly contemplated by this Agreementhowever, that the Fundamental Representations set forth in ARTICLE III will be true and (iii) for those representations and warranties that address matters correct in all but de minimis respects as of any other particular the date (in which case of this Agreement and as though such representations and warranties shall have had been true made on and correct as of such particular date, the Closing Date (except to the extent that the failure such Fundamental Representations are made as of such a specified date, which representations and warranties to have been will be true and correct in all but de minimis respects as of such particular date has not had earlier date). . The Company will have performed and would not reasonably complied in all material respects with all covenants and agreements required by this Agreement to be expected performed or complied with by it on or prior to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;Closing.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver at or prior to the Buyer’s waiver) Closing of each of the following conditions. The benefits of these conditions as of are for the Closing Date:Buyer only and may be waived in writing by the Buyer at any time in its sole discretion. (a) Each of the Special Representations representations and warranties made by the Seller contained in this Agreement that are qualified by materiality will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreementrespects, and (ii) for those representations and warranties that address matters as each of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date); (b) the representations and warranties of made by the Company and the Sellers Seller contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations this Agreement that are not so qualified will be true and correct in all material respects at (other than the representations and warranties contained in Sections 4.1 (Existence and Good Standing), 4.2 (Power), 4.3 (Validity and Enforceability), 4.4 (Title to Shares), 4.5 (Capitalization of the Company and the Subsidiaries) and 4.24 (Brokers), which representations and warranties will be true and correct in all respects), in each case, as if such representations or warranties were made on and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, as of the Closing Date (except (i) to the extent that the failure of such representations and warranties to speak as of a specific date, in which case such representations and warranties will be so true and correct or so true and correct in all material respects, as the case may be, as of such specific date). (b) The Seller will have performed, satisfied and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Seller on or prior to the Closing Date. (c) Since the date of this Agreement, there has been no change, event or condition of any character (whether or not covered by insurance) that, individually or in the aggregate, has had and would not or could reasonably be expected to have a Material Adverse Effect. (d) The Buyer will have received a certificate attesting to the satisfaction of the conditions set forth in Sections 8.2(a), 8.2(b) and 8.2(c), duly executed by the Seller. (iie) for changes expressly contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (The closing deliveries set forth in which case such representations and warranties shall Section 3.2 will have been true and correct as of such particular date, except delivered to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;Buyer.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer’s waiver) , of each of the following conditions as of the Closing Dateconditions: (a) (i) each of the Special Representations will be true representations and correct warranties of each Company and each Seller in Sections 3.1, 3.2, 3.3, 4.1, 4.2, 4.3, 4.4, 4.5(a), 4.8 and 4.15 (the “Stand-Alone Representations”) must have been accurate in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered Effective Date and must be accurate in accordance with Section 6.03 hereof), all material respects as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Material Adverse Effect, (ii) for changes expressly contemplated by this Agreement, and (iii) 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 as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications based on the word “material” or and similar phrases qualifications contained in such representations and warranties shall be disregarded), (ii) except as otherwise provided in Section 7.1(c), each Seller must have performed and complied in all material respects with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and (iii) the Sellers’ Representative must have delivered to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) above; (b) (i) the representations and warranties, taken as a whole, of each Company and the Sellers in this Agreement (other than the Stand-Alone Representations) must have been accurate in all material respects as of the Effective Date and must be accurate in all material respects as if made on the Closing Date (or such earlier date to the extent specified in any representation or warranty) (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded); (ii) except as otherwise provided in Section 7.1(c), the Companies and the Sellers must have performed and complied in all material respects with all of their covenants and agreements in this Agreement to be performed prior to or at the Closing; and (iii) the Sellers’ Representative must have delivered to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii); (c) Sellers must have delivered, or caused to be delivered, to the Buyer each of the following documents dated as of the Closing Date (unless otherwise indicated): (i) certificates representing all of the Shares, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) the minute books, the stock certificate books and the stock ledger of each Company; (iii) the Escrow Agreement, executed by the Sellers’ Representative; (iv) the Protective Covenants Agreements, executed by those Sellers set forth on Schedule 7.1(c); (v) an opinion from the Sellers’ counsel, McGuireWoods LLP, substantially in the form of Exhibit F and otherwise reasonably acceptable to the Buyer, addressed to the Buyer and on which the Buyer’s senior lenders shall be entitled to rely; (vi) the Seller Releases, executed by the Target ,the Parent, each Seller, and each director and officer of each Company; (vii) the Spousal Releases, executed by each spouse of a Seller who resides in Texas or any other community property state; (viii) a certificate of the secretary of each Company, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copies of (1) its articles or certificate of incorporation certified as of a recent date by the Secretary of State of its state of incorporation and its bylaws, (2) to the extent applicable, resolutions duly adopted by its board of directors authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date from its state of incorporation and a certificate of existence or good standing as of a recent date from each state in which it is qualified to conduct business, (B) the resolutions referenced in subsection (A)(2) are still in effect and (C) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect its existence or good standing in any such jurisdiction; and (ix) a certificate of Parent to the effect that the shares of capital stock of the Parent do not constitute “United States real property interests” under Section 897 of the Code, which complies with Section 1445 of the Code and the Treasury Regulations promulgated thereunder. (d) with respect to each customer set forth on Schedule 7.1(d), the Buyer or its affiliate has met with such customer and the customer has not affirmatively stated that it has current plans to terminate or materially alter its business relations with either Company, or to enter bankruptcy or liquidate; (e) each other Consent listed in Schedule 7.1(e) must have been obtained, delivered to the Buyer, be in full force and effect and be substantially in the form approved by the Buyer pursuant to Section 6.2; (f) there must not be any Proceeding pending or threatened, or any Order in effect, preventing, delaying, making illegal or interfering with any of the Transactions; (g) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law that has been adopted or issued, or has otherwise become effective, since the Effective Date; and (h) all Indebtedness owed to either Company by any Seller or any Related Person of any Seller must have been paid in full by such Person.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement are Transaction shall be subject to the satisfaction (or the Buyer’s waiver) of each of the following conditions as precedent at or prior to the Closing, but only to the extent that the Buyer has not delivered a written waiver of such condition in whole or in part executed by the Closing DateBuyer and delivered to the Seller at or prior to the Closing: (a) the Special Representations will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of the Company and the Sellers Seller contained in ARTICLE 3 and ARTICLE 4 hereof other than Article V shall be (i) with respect to the Special Representations will be Fundamental Representations, true and correct in all material respects at (except for de minimis inaccuracies), on and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout and on and as of the Closing Date (except for Fundamental Representations that expressly speak as of a specific date or time, which need only be true and correct as of such date or time) and (ii) with respect to the other representations and warrantieswarranties contained in Article V, true and correct on and as of the date of this Agreement and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations that expressly speak as of a specific date or time, which need only be true and correct as of such date or time); provided, that clause (iii) to the extent that shall be deemed satisfied unless the failure of such representations and warranties to be so true and correct has not had and or would not reasonably be expected to have a Material Adverse Effect, . Solely for purposes of clause (ii) for changes expressly contemplated by this Agreementin the preceding sentence, and (iii) for those representations and warranties that address matters qualifications as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “materiality” or “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregardeddisregarded (except with respect to Section 5.8(a), and any such qualification to the extent it qualifies an affirmative requirement to list specified items on a section of the Disclosure Schedule); (b) the Seller shall have performed and complied with, in all material respects, each of its agreements, covenants and obligations contained in this Agreement that are contemplated hereunder to be performed prior to or at the Closing;

Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or the Buyer’s waiverwritten waiver at its option) of the following conditions as of the Closing Date: (a) the Special Representations representations and warranties of the Company and the Stockholders contained in Article 3 and Article 4 hereof will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than disclosure to the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered Buyer in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties to be true and correct has does not had and would not reasonably be expected to have constitute, individually or in the aggregate, a Material Adverse Effect, Effect or (ii) for changes expressly contemplated by this Agreement, and (iii) 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 as of such particular date, except subject to the extent that the failure clause (i) of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effectthis Section 9.01(a)), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded; (b) the Company, the Stockholders and the Stockholders’ Representative shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) all consents which are set forth on Schedule 9.01(c) attached hereto shall have been obtained; (d) (A) the applicable waiting periods, if any, under the Antitrust Laws shall have expired or been terminated, and (B) all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 9.01(d) attached hereto shall have been made and obtained; (e) no Law, judgment, decree, or order shall be in effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (f) the Company shall have delivered to the Buyer a certificate, dated the Closing Date, stating that the preconditions specified in Sections 9.01(a) and 9.01(b), as they relate to the Company and the Subsidiaries, have been satisfied.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver at or prior to the Buyer’s waiver) Closing of each of the following conditions. The benefits of these conditions as of are for the Closing Date:Buyer only and may be waived in writing by the Buyer at any time in its sole discretion. (a) the Special Representations will be true and correct in all respects at and as Each of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of made by the Seller or the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations this Agreement will be true and correct in all material respects at (other than the representations and warranties contained in Section 4.1 (Existence and Good Standing), Section 4.2 (Validity and Enforceability), Section 4.3 (Title to Units), Section 4.7 (Brokers), Section 5.1 (Existence and Good Standing), Section 5.2 (Power), Section 5.3 (Capitalization of the Company), Section 5.7(f) (Disregarded Entity), Section 5.24 (Certain Payments), and Section 5.26 (Brokers), which representations and warranties will be true and correct in all respects), in each case, as if such representations or warranties were made on and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, as of the Closing Date (except (i) to the extent that the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Material Adverse Effect, (ii) for changes expressly contemplated by this Agreement, and (iii) for those representations and warranties that address matters speak as of any other particular date (a specific date, in which case such representations and warranties shall have been will be so true and correct or so true and correct in all material respects, as the case may be, as of such particular specific date) and the Buyer will have received a certificate attesting thereto duly executed by the Seller. For the purposes of this Section 9.2(a), except to the extent that the failure of such representations and warranties of the Seller and the Company shall not be deemed qualified by any references to materiality or to Material Adverse Effect except for the Excluded Representations and Section 5.24 (Certain Payments). (b) The Seller and the Company will have performed, satisfied and complied with all covenants and agreements required by this Agreement and the Buyer will have received a certificate attesting thereto executed by the Seller and the Company. (c) Since the date of this Agreement, there has been true and correct as no change, event or condition of such particular date any character (whether or not covered by insurance) that, individually or in the aggregate, has not had and had, or would not reasonably be expected to have have, a Material Adverse Effect)Effect and the Buyer will have received a certificate attesting thereto duly executed by the Seller. (d) The closing deliveries set forth in Section 3.2 will have been delivered to the Buyer. (e) Since the date of this Agreement, it being understood that, for purposes of determining there has not been any FDA Supplier Action relating to the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;Hydro APAP Product.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or the Buyer’s waiver) waiver of the following conditions as of at or prior to the Closing DateClosing: (a) (i) the Special Representations will representations and warranties contained in Sections 3.02, 3.03, 3.05, 4.04, 4.05 and clause (i) of Section 4.07 shall be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date); (b) the representations and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects at though then made and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (iii) to the extent that representations and warranties contained in Sections 3.01, 3.06, 4.01 and 4.13 shall be true and correct in all respects as of the failure Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties except to be true and correct has not had and would not reasonably be expected to have a Material Adverse Effect, (ii) for changes expressly contemplated by this Agreement, and (iii) for those the extent such representations and warranties that address matters as of any other particular expressly relate to an earlier date (in which case such representations and warranties shall have been be true and correct as of such particular date); provided, however, that if the representations and warranties contained in Sections 3.01,3.06, 4.01 and 4.13 are not true and correct in all respects as of the Closing Date as a result of a breach that could not reasonably be expected to result in Losses to the Buyer or the Company of more than $3,000,000, the Seller may cure such breach by using its good faith efforts to cure such breach to the satisfaction of the Buyer prior to Closing, which may include by depositing into escrow on terms satisfactory to the Buyer an amount in cash for the benefit of the Buyer reasonably required by Buyer to recover any Losses arising from such breach (including fees and costs associated with pursuing such actions as the Buyer reasonably deems necessary to cure such breach); provided, further, however, that any costs or expenses required to cure such breach that are not fully paid in cash prior to the Closing or fully reflected in the Final Net Working Capital shall reduce the purchase price on a dollar-for-dollar basis, and (iii) each of the other representations and warranties set forth in Articles III and IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or any derivative thereof or “Company Material Adverse Effect” set forth therein) as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties except to the extent that the failure of such representations and warranties expressly relate to have been an earlier date (in which case such representations and warranties shall be true and correct as of such particular date date), except, in the case of clause (iii), where the failure or failures of such representations or warranties of the Seller and the Company set forth in Articles III and IV hereof to be so true and correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect), it being understood thatand, for purposes in the case of determining clauses (i) through (iii) after giving effect to the accuracy of such representations applicable disclosures set forth in the Seller Disclosure Schedules and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregardedCompany Disclosure Schedules delivered to the Buyer;

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to consummate be performed on the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer’s waiver) , of each of the following conditions as of the Closing Dateconditions: (a) (i) Each of the Special Representations will representations and warranties of the Seller in this Agreement that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects respects, and those not so qualified shall be true and correct in all material respects, at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), Date as if though made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special RepresentationsDate, except (i) for changes contemplated by this Agreement, and (ii) for those to the extent such representations and warranties that address matters are expressly made as of any other particular an earlier specific date (in which case such representations and warranties qualified by materiality or Material Adverse Effect shall have been be true and correct as of such particular date); (b) the representations in all respects, and warranties of the Company and the Sellers contained in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will those not so qualified shall be true and correct in all material respects at respects, on and as of such earlier date); provided, however, that, in the time event of the Closing a breach of a representation or warranty (without taking into account any Updated Schedules, other than a representation or warranty that is qualified by Material Adverse Effect and other than a representation or warranty set forth in the Specified Schedulefirst sentence of Section 3.1 (Organization, delivered in accordance with Section 6.03 hereofQualification and Corporate Power), as if made on the Closing Date and first two sentences of Section 3.2 (Authority) or the Closing Date were substituted for first sentence of Section 3.4(c) (Capitalization)), the date condition set forth in this Section 6.2(a)(i) shall be deemed satisfied unless the effect of this Agreement throughout all such representations and warranties, except (i) to the extent that the failure breaches of such representations and warranties to be true taken together with all other breaches of representations and correct has not had and would not warranties results, or could reasonably be expected to have result, in a Material Adverse Effect, (ii) for changes expressly contemplated by the Seller must have performed and complied with in all material respects all of its covenants and agreements in this AgreementAgreement to be performed at or prior to the Closing, and (iii) for those representations the Seller must deliver to the Buyer at the Closing a certificate signed by a senior executive officer of the Seller on behalf of the Seller, in form and warranties that address matters as substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) above. (b) No Proceeding shall be pending before any Governmental Body or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling is not a remote possibility and would prevent the performance of this Agreement in any material respect or the consummation of any other particular date (of the Transactions in which case any material respect, declare unlawful such representations Transactions, cause such Transactions to be rescinded, and warranties no judgment, decree, injunction, order or ruling shall have been true entered which has any of the foregoing effects. (c) Each of the following documents must have been delivered to the Buyer: (i) certificates representing all of the outstanding Shares, free and correct clear of any Encumbrances (other than generally applicable restrictions under securities Laws), accompanied by stock powers duly executed by the Seller; (ii) an appropriate instrument transferring all of the Partnership Interests to the Buyer and an Affiliate of the Buyer, free and clear of any Encumbrances (other than generally applicable restrictions under securities Laws), executed by the Seller and each other Subsidiary of the Seller owning any such Partnership Interest; (iii) certified copies of (A) the Organizational Documents of each Company and (B) the resolutions of the Seller’s board of directors approving the relevant Transaction Documents and the Transactions; (iv) a short-form certificate of good standing of each Company, certified by the Secretary of State of such Company’s jurisdiction of incorporation or organization as of such particular date, except a reasonable date prior to the extent that Closing Date; (v) the failure minute books, stock certificate books and stock ledger (or the equivalent books and ledgers, if any) of each Company; (vi) the Transitional Services Agreement, executed by the Seller; (vii) the IT Services Agreement, executed by the Seller or one of its Affiliates; (viii) signed resignations of each director of URHT Inc.; and (ix) pay-off letters, releases or any other documents reasonably requested by the Buyer evidencing (A) the payments required to satisfy in full all Indebtedness of the Companies for borrowed monies and capitalized lease obligations or (B) the satisfaction, upon the occurrence of the Closing, in full of, or termination of all of the Companies’ obligations in respect of, all credit facilities or public debt of the Seller or its Affiliates, and in each case, appropriate releases, UCC termination statements and other customary documents reasonably requested by the Buyer releasing all Encumbrances (other than Permitted Encumbrances) on the Assets related to such representations Indebtedness or set forth on Schedule 3.7, in each case, in form and warranties substance reasonably satisfactory to the Buyer. (d) Since December 31, 2005, no Material Adverse Effect shall have been true and correct occurred. (e) A non-foreign person affidavit with respect to ownership of each Company dated as of such particular date has not had the Closing Date and would not reasonably be expected in form and substance required under the Treasury Regulations issued pursuant to have a Material Adverse Effect), it being understood that, for purposes Section 1445 of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;Internal Revenue Code.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to consummate be performed on or about the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer’s waiver) , of each of the following conditions as of the Closing Dateconditions: (a) (i) All of the Special Representations will be true representations and correct warranties of each Member in this Agreement must have been accurate in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered date hereof and must be accurate in accordance with Section 6.03 hereof), all material respects as if made on the Closing Date Date, (ii) each Member must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and (iii) the Members’ Representative must deliver to the Buyer at the Closing Date were substituted for a certificate, in form and substance reasonably satisfactory to the date Buyer, confirming satisfaction, with respect to each Member, of this Agreement throughout such Special Representations, except the conditions in clauses (i) for changes contemplated by this Agreement, and (ii) 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 as of such particular date)above; (bi) All of the representations and warranties of the Company and the Sellers contained Seller in ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct this Agreement must have been accurate in all material respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered date hereof and must be accurate in accordance with Section 6.03 hereof), all material respects as if made on the Closing Date Date, except in each case to the extent any such representation or warranty contains a materiality qualification, in which case such representation or warranty must have been and must be accurate in all respects, (ii) the Seller must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing; and (iii) the Seller must deliver to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) and in Section 7.1(e); (c) Each of the following documents must have been delivered to the Buyer and must be dated as of the Closing Date were substituted for (unless otherwise indicated): (i) a xxxx of sale and assignment and assumption agreement executed by the Seller, in the form of Exhibit D (the “Xxxx of Sale”); (ii) the Assignment of Intellectual Property executed by the Seller; (iii) the Lock-Up Agreements, executed by the Seller; (iv) the Quitclaim Assignment executed by the Seller and Rising Phoenix Company; (v) the Registration Rights Agreement, executed by the Seller; (vi) the Noncompetition Agreement, executed by the Seller, Xxxx Xxxxxxxxxx and XxXxx Xxxxxxxxxx; (vii) the Consulting Agreements, executed by Xxxx Xxxxxxxxxx; (viii) payoff letters with respect to the Secured Debt, dated as of the Closing Date or within a reasonable time prior to the Closing Date, and all documentation necessary or desirable to obtain releases of all Encumbrances related to such Secured Debt, including appropriate UCC termination statements, in each case in form and substance reasonably satisfactory to the Buyer; (ix) a certificate of the secretary of the Seller, in form and substance reasonably satisfactory to the Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the articles of organization of the Seller, certified as of a recent date by the Secretary of State of the Seller’s state of organization and the operating agreement of the Seller, (2) to the extent applicable, resolutions duly adopted by the managers and members of the Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of the Seller from the Seller’s state of organization and a certificate of good standing as of a recent date of the Seller from each state in which it is qualified to conduct business, (B) the resolutions referenced in subsection (A)(2) are still in effect and (C) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect the Seller’s existence or good standing in any such jurisdiction; (x) such other bills of sale, assignments, certificates of title and other instruments of transfer, all in form and substance reasonably satisfactory to the Buyer, as are necessary or desirable to convey fully and effectively to the Buyer all of the Purchased Assets in accordance with the terms of this Agreement throughout Agreement; and (xi) such other documents as the Buyer may reasonably request for the purpose of (A) evidencing the accuracy of the Seller’s and the Members’ representations and warranties, except (iB) evidencing the Seller’s and the Members’ performance of, and compliance with, any covenant or agreement required to be performed or complied with by the Seller or the Members, (C) evidencing the satisfaction of any condition referred to in this Section 7.1, (D) vesting in the Buyer legal and beneficial title to the extent Purchased Assets or (E) otherwise facilitating the performance of the Transactions. (d) Each Consent listed in Schedule 5.4 must have been obtained, delivered to the Buyer and be in full force and effect. (e) Since the date hereof, there must not have been an event that the failure of such representations and warranties to be true and correct has not had and would not caused a Material Adverse Effect or could reasonably be expected to have result in a Material Adverse Effect, in each case with respect to the Seller. (iif) for changes expressly contemplated by this AgreementThe Seller must have taken all appropriate limited liability company action to cause its name to be changed to a name that does not include “Omnifrio” or any variation thereof, and (iii) for those representations the Seller must have delivered to the Buyer certificates or other appropriate documentation that will be adequate to allow the Seller’s name to be so changed in the Seller’s jurisdiction of organization and warranties that address matters as of any other particular date (to make corresponding filings reflecting such name change in each jurisdiction in which case the Seller is qualified to do business. The Seller hereby authorizes the Buyer to file after the Closing such representations certificates or documentation in any such jurisdiction to effect such name change and warranties shall have been true and correct as of to make such particular date, except to the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded;corresponding filings.