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

Conditions to the Company’s and the Seller’s Obligations. The obligation of the Company and the Seller to consummate the Closing is subject to the satisfaction of each of the following additional conditions as of immediately prior to the Closing: (i) Each of the representations and warranties of the Buyer contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement shall be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time)), and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other failures of representations and warranties to be true and correct) not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby, and the Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Company a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoing; (ii) On the Closing Date, the Buyer shall have delivered to the Seller the following: (1) a certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: (A) is a true and correct copy of the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to the Closing Date), certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified in this Section 2C may be waived prior to Closing only by a written instrument signed by the Company and the Seller.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of the Company and the each Seller to consummate the Closing is transactions contemplated by this Agreement shall be further subject to the satisfaction of following conditions unless waived in accordance with Section 10.02: (a) The Purchaser shall have performed in all material respects each of the following additional conditions as of immediately obligation and covenant to be performed by it pursuant to this Agreement on or prior to the Closing:Closing Date. (ib) Each The representations and warranties of the Purchaser contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Purchaser contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case (except to the extent such representations and warranties speak as of an earlier date) as though made as of and on the Closing Date, except as otherwise contemplated by this Agreement. (c) The Company and Sellers shall receive customary closing documents in form and substance reasonably satisfactory to it, including, without limitation, secretary's certificates of the Purchaser certifying the resolutions of the Board of Directors of the Purchaser approving this Agreement and certifying the memorandum of association and articles of association of the Purchaser; a certificate of an executive officer of the Purchaser certifying compliance with all covenants and obligations of the Purchaser to be performed on the Closing Date, and certifying as to the accuracy of the representations and warranties of the Buyer contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement shall be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and Purchaser as of the Closing Date, as though made on ; an incumbency and as signature certificate for officers of the Closing Date Purchaser; and a good standing certificate for the Purchaser from the Cayman Islands and a certificate of compliance for the Purchaser from Bermuda. (except for representations d) The Company and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time)), and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other failures of representations and warranties to be true and correct) not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby, and the Buyer Sellers shall have performed or complied in received evidence satisfactory to it that all material respects with all obligations consents, approvals and covenants filings required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Company a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoing; (ii) On the Closing Date, the Buyer shall have delivered to the Seller the following: (1) a certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: (A) is a true and correct copy of the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing for the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; andownership and operation by the Purchaser and its business have been made or obtained. (2e) certificates Purchaser shall have delivered to Sellers an opinion of good standing from the appropriate state agenciesXxxxxx & Calder, dated as an opinion of a recent date (e.g.Xxxxx, not more than 14 days prior to the Closing Date)Xxxxx & Xxxxx, certifying that the Buyer is in good standing and an opinion of Xxxxxxx, Xxxxxxxx & Xxxxx, substantially in the state form of its incorporation; andExhibit E hereto. (iiif) Buyer Purchaser and its Affiliates the Escrow Agent shall have taken all actions required executed and delivered to Sellers the Escrow Agreement, which (assuming due execution by the Holdco Notes Indenture such that, upon effectiveness of the assignment Sellers) shall be in full force and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified in this Section 2C may be waived prior to Closing only by a written instrument signed by the Company and the Sellereffect.

Conditions to the Company’s and the Seller’s Obligations. The obligation of the Company Company, the Blocker Corps and the Seller Sellers to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction of each (or waiver by the Representative) of the following additional conditions as of immediately prior to the Closing: (i) Each of the representations and warranties of the Buyer contained set forth in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement ARTICLE VI shall be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and as of the Closing DateDate (disregarding all qualifications or limitations as to “materiality” or “Material Adverse Effect” and words of similar import set forth therein), as though such representations and warranties had been made on and as of the Closing Date (except for that representations and warranties that speak are made as of a specific specified date or time (which need only be true and correct only as of such date or time)date), and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other failures of such representations and warranties to be true and correctcorrect (i) is not, and would not have reasonably be expected to be, individually or in the aggregate, material to the financial condition, business or operations of the Purchaser, taken as a material adverse effect on whole, and (ii) would not, individually or in the Buyer’s aggregate, reasonably be expected to prevent or materially delay the ability of the Purchaser to perform its obligations under this Agreement or consummate the transactions contemplated hereby, ; provided that the Fundamental Representations set forth in ARTICLE VI shall be true and correct in all material respects; (j) the Buyer Purchaser shall have performed or complied in all material respects with all obligations of the covenants and covenants agreements required by this Agreement to be performed by it under this Agreement at or complied with by the Buyer by the time of prior to the Closing; and ; (k) the Buyer Purchaser shall have delivered to the Company and the Representative a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer on behalf Purchaser, dated as of the Buyer confirming the foregoing; (ii) On the Closing Date, stating that the Buyer conditions specified in Section 9.02(a) and Section 9.02(b) have been satisfied; (l) the Closing Cash Proceeds, the Funded Indebtedness, the Escrow Amount, the Representative Expense Holdback Amount and the Estimated Transaction Expenses shall have been delivered to or otherwise paid by the Seller the following:Purchaser in accordance with Section 1.04; (1m) a certificatethe Purchaser, dated the Closing Date, of Paying Agent and the Secretary or Assistant Secretary of Escrow Agent shall have executed and delivered the Buyer certifying that attached or appended to such certificate: (A) is a true Escrow and correct copy of the Buyer’s certificate of incorporation and bylawsPaying Agent Agreement, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby such agreement shall be in full force and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a partyeffect; and (2n) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to the Closing Date), certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates Purchaser shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness executed and delivered each of the assignment Transition Services Agreement and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes IndentureTrademark License Agreement, and Seller such agreements shall have been so released from all such liability. Any condition specified be in this Section 2C may be waived prior to Closing only by a written instrument signed by the Company full force and the Sellereffect.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of the Company and the Seller to consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction of each or waiver of the following additional conditions as of immediately prior to the ClosingClosing Date: (a) (i) Each of the representations and warranties of Purchaser set forth in Section 4.01 (Organization and Corporation Power), the Buyer contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement first and second sentences of Section 4.02 (Authorization) and Section 4.11 (Capital Stock) shall be true and correct on in all material respects as of the date hereof and at and as of this Agreementthe Closing, such Transaction Document or such certificatewith the same effect as if made at and as of the Closing, as (ii) the case may be, representations and warranties of Purchaser set forth in Section 4.13 (No Purchaser Material Adverse Effect) shall be true and correct on in all respects as of the date hereof and at and as of the Closing, with the same effect as if made at and as of the Closing; provided, however, that if the requirements of this Section 2.02(a)(ii) are not satisfied and Seller elects not to consummate the transactions contemplated hereby, Seller shall deliver written notice of such election to Purchaser, whereupon Purchaser shall have a period of three (3) Business Days following such delivery to elect in writing to substitute the Stock Consideration for an amount of cash equal to one hundred million dollars ($100,000,000) and, in the event Purchaser notifies the Seller of such election in writing within such three (3) Business Day period, this Section 2.02(a)(ii) shall be deemed satisfied, and (iii) the other representations and warranties of the Purchaser contained in Article IV hereof (A) that are qualified by materiality will be true and correct in all respects as of the date hereof and at and as of the Closing, with the same effect as if made at and as of the Closing Date, as though made on and as of the Closing Date (except for other than such representations and warranties that speak are made as of a specific date or time (specified date, which need only shall be true and correct as of such date or time)date), and except otherwise where the failure to (B) that are not so qualified will be true and correct in all material respects as of the date hereof and at and as of the Closing, with the same effect as if made at and as of the Closing (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would such representations and warranties that are made as of a specified date, which shall be true and correct in all material respects as of such date), except, in the case of clause (individually or together with other failures iii), to the extent that the failure of such representations and warranties to be so true and correctcorrect in all material respects (or, with respect to representations and warranties that are qualified by materiality or Purchaser Material Adverse Effect qualifiers, to be so true and correct in all respects) has not caused, and would not reasonably be expected to result, individually or in the aggregate, in a Purchaser Material Adverse Effect; (b) the Purchaser shall have a performed in all material adverse effect on respects the Buyer’s ability covenants and agreements required to consummate be performed by it under this Agreement at or prior to the Closing; (c) the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) no Claim shall be pending by or before any Governmental Authority of competent jurisdiction wherein an unfavorable injunction, decision, ruling, judgment, decree or order would prohibit the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and declare unlawful the Buyer shall have performed or complied in all material respects with all obligations and covenants required transactions contemplated by this Agreement or cause such transactions to be performed or complied with by the Buyer by the time of the Closing; rescinded following consummation, provided that Seller and the Buyer Company shall have delivered not be entitled to rely on the failure of this condition to be satisfied if such Claim was directly or indirectly instituted by Seller, the Company a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoingor an Affiliate thereof; (iie) On the Closing Date, Escrow Agent and the Buyer Purchaser shall have each executed and delivered signatures to the Escrow Agreement to the Seller; (f) the Purchaser shall have executed and delivered the Registration Rights Agreement to the Seller; and (g) the Purchaser shall have delivered to the Seller a certificate signed by an authorized officer of Purchaser in the following: (1) a certificateform set forth as Exhibit C, dated as of the Closing Date, of stating that the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: preconditions specified in subsections (Aa) is a true and correct copy of the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (Cb) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to above have been satisfied. If the Closing Date)occurs, certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified closing conditions set forth in this Section 2C may 2.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived prior to Closing only by a written instrument signed by the Company Seller and the SellerCompany.

Conditions to the Company’s and the Seller’s Obligations. The obligation of the Company and the Seller Sellers to consummate close the Closing transaction contemplated hereby is subject to the satisfaction fulfillment of each all of the following additional conditions as of immediately on or prior to the ClosingClosing Date, upon the non-fulfillment of any of which this Agreement may, at the Partners’ Representatives’ option, be terminated pursuant to and with the effect set forth in Article VIII: (ia) Each of the The representations and warranties of the Buyer Purchasers contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement shall be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and in all material respects as of the Closing DateClosing, as though if made on and as of the Closing Date (except for any such representations and warranties that speak are made as of a specific date or time (date, which need only be representations and warranties shall have been true and correct in all material respects as of such date or time)specific date), and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other failures of the representations and warranties to be true and correct) , individually or in the aggregate, does not have a material adverse effect on Material Adverse Effect (with such defined term having the Buyer’s ability meaning set forth in Section 2.3(b) modified to consummate apply to Purchasers as opposed to the transactions contemplated hereby, Company and the Buyer Subsidiaries). (b) Purchasers shall have performed or complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Company a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer it on behalf of the Buyer confirming the foregoing; (ii) On the Closing Date, the Buyer shall have delivered to the Seller the following: (1) a certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: (A) is a true and correct copy of the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to the Closing Date), certifying that the Buyer is in good standing in the state of its incorporation; and. (iiic) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such thatNo suit, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller proceeding or investigation shall have been released from all liability in respect commenced by any governmental authority on any grounds to restrain, enjoin or hinder the consummation of the Holdco Notes and/or transaction contemplated hereby. (d) All applicable waiting periods (and extensions thereof), if any, under the Holdco Notes IndentureHSR Act shall have expired or otherwise been terminated, and Seller all other necessary consents, permits or approvals of and filings with any federal, state, local or foreign judicial, legislative, executive or regulatory authority or agency relating to the consummation of the transaction contemplated hereby shall have been so released from all obtained and made. (e) All of Purchasers’ deliveries under Section 5.2 shall have been made or such liability. Any condition specified delivery shall have been waived in this Section 2C may be waived prior to Closing only by a written instrument signed writing by the Company and the SellerPartners’ Representatives.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of each of the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction, or waiver by each of the Company and the Seller to consummate Representative (on behalf of the Closing is subject to the satisfaction Sellers), of each of the following additional conditions as of immediately prior to the Closing: (i) Each of the representations and warranties of the Buyer contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to Article 6 of this Agreement shall be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak without taking into account any materiality, Buyer Material Adverse Effect or similar qualifiers as of a specific date or time (which need only be true and correct to materiality) as if made anew as of such date or time(except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments required or permitted by the terms of this Agreement and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other for any failures of any such representations and warranties to be true and correctcorrect as have not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; (ii) not have a material adverse effect on Each of the Buyer’s ability to consummate the transactions contemplated hereby, covenants and agreements of the Buyer to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all obligations and covenants respects, except to the extent of changes or developments required by this Agreement to be performed or complied with permitted by the Buyer by the time terms of the Closing; and the this Agreement; (iii) The Buyer shall have delivered to the Company and the Representative (on behalf of the Sellers and the holders of Options) a certificate to in the foregoing effect form of Exhibit D attached hereto dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoing;foregoing matters in Section 2C(i) and Section 2C(ii); and (iiiv) On the Closing Date, the The Buyer shall have delivered to the Seller Company and the following: Representative (1) a certificate, dated the Closing Date, on behalf of the Secretary Sellers and the holders of Options) certified copies of the resolutions or Assistant Secretary written consents of the board of directors of the Buyer certifying that attached or appended to such certificate: (A) is a true and correct copy of approving the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the 's consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to the Closing Date), certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified in this Section 2C may be waived prior to Closing only by a written instrument signed by the Company and the Sellerhereby.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of the Company and the Seller Sellers to consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction of each or waiver of the following additional conditions as of immediately prior to the ClosingClosing Date: (a) (i) Each of the The representations and warranties of the Buyer contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement Article IV shall be true and correct on in all material respects at and as of the date of this AgreementAgreement and the Closing, such Transaction Document or such certificate, as the in each case may be, and shall be true and correct on and as of the Closing Date, as though then made on and without giving effect to any qualifications as of the Closing Date to materiality or Purchaser Material Adverse Effect (or any correlative terms or qualifiers), except for representations and warranties that speak only as of a specific date or time (time, which need only shall be true and correct in all material respects as of such date and time without giving effect to any qualifications as to materiality or timePurchaser Material Adverse Effect (or any correlative terms or qualifiers)), ; (b) the Purchaser and except otherwise where Parent shall have performed in all material respects the failure covenants and agreements required to be true and correct performed by it under this Agreement at or prior to the Closing; (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained thereinc) the applicable waiting periods under the HSR Act shall have expired or been terminated; (d) no Claim shall be pending by or before any Governmental Authority of competent jurisdiction wherein an unfavorable injunction, decision, ruling, judgment, decree or order would (individually prohibit the performance of this Agreement or together with other failures the consummation of representations and warranties to be true and correct) not have a material adverse effect on the Buyer’s ability to consummate any of the transactions contemplated hereby, and declare unlawful the Buyer shall have performed or complied in all material respects with all obligations and covenants required transactions contemplated by this Agreement or cause such transactions to be performed or complied with by rescinded; (e) there shall not have been a Purchaser Material Adverse Effect since the Buyer by date of execution of this Agreement; (f) the time of the Closing; Escrow Agent and the Buyer Purchaser shall have each executed and delivered signatures to the Escrow Agreement to the Sellers Representative; (g) the Purchaser shall have delivered to the Company Sellers Representative a certificate to the foregoing effect dated the Closing Date and signed by a senior executive an authorized officer of Purchaser in the Buyer on behalf form set forth as Exhibit B, dated as of the Buyer confirming the foregoing; (ii) On the Closing Date, stating that the Buyer preconditions specified in subsections (a) and (b) above have been satisfied; and (h) the Parent shall have delivered to the Seller the following: (1) Sellers Representative a certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: (A) is a true and correct copy of the Buyer’s certificate of incorporation and bylawsRegistration Rights Agreement in the form set forth as Exhibit E, and all amendments thereto; (B) is a true copy of all corporate actions taken duly executed by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to Parent. If the Closing Date)occurs, certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified closing conditions set forth in this Section 2C may 2.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived prior to Closing only by a written instrument signed by the Company and Sellers Representative, on behalf of the SellerSellers.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of the Company and the Seller to consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction of each or waiver of the following additional conditions as of immediately prior to the ClosingClosing Date: (ia) Each of the representations and warranties of the Buyer Purchaser contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement shall ARTICLE V hereof that are qualified by materiality will be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may bein all respects, and shall the other representations and warranties of the Purchaser contained in ARTICLE V will be true and correct on and in all material respects, as of the Closing Date, Date as though made on and as of the Closing Date Date, except (except i) for changes contemplated by this Agreement and (ii) for those representations and warranties that speak address matters as of a specific any other particular date or time (in which need only be case such representations and warranties shall have been true and correct as of such date or timeparticular date)), ; (b) the Purchaser shall have performed in all material respects all the covenants and except otherwise where the failure agreements required to be true and correct performed by it under this Agreement at or prior to the Closing; (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained thereinc) all Governmental Consents set forth on Schedule 2.2(c) shall have been obtained or deemed to have been obtained under such applicable Law; (d) no judgment, decree or order shall have been entered which would (individually prevent the performance of this Agreement or together with other failures the consummation of representations and warranties to be true and correct) not have a material adverse effect on the Buyer’s ability to consummate any of the transactions contemplated hereby, and declare unlawful the Buyer shall have performed or complied in all material respects with all obligations and covenants required transactions contemplated by this Agreement or cause such transactions to be performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Company a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoingrescinded; (iie) On the Closing Date, Escrow Agent and the Buyer Purchaser shall have each executed and delivered signatures to the Escrow Agreement to the Seller; and (f) the Purchaser shall have delivered to the Seller a certificate in the following: (1) a certificateform set forth as Exhibit B, dated as of the Closing Date, of stating that the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: (Apreconditions specified in Section 2.2(a) is a true and correct copy of the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (BSection 2.2(b) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to have been satisfied. If the Closing Date)occurs, certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified closing conditions set forth in this Section 2C may 2.2 which have not been fully satisfied as of the Closing shall be deemed to have been waived prior to Closing only by a written instrument signed by the Company and the Seller.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of the Company and the Seller to consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction of each or waiver of the following additional conditions as of immediately prior to the ClosingClosing Date: (ia) Each of the representations and warranties of the Buyer Purchaser contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement shall Article 5 will be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and in all respects as of the Closing Date, Date as though made on and as of the Closing Date Date, except (except for representations and warranties i) to the extent that speak as of a specific date or time (which need only be true and correct as the failure of such date or time)), and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other failures of representations and warranties to be true and correct) correct has not have had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the BuyerPurchaser’s ability to consummate the transactions contemplated herebyby 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, except to the Buyer 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, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement); provided, however, that for the purposes of this Section 2.2(a), qualifications as to materiality contained in such representations and warranties shall not be given effect; (b) the Purchaser shall have performed or complied in all material respects with all obligations the covenants and covenants agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) no judgment, decree or order shall have been entered which 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 performed or complied with by the Buyer by the time of the Closing; and the Buyer shall have delivered to the Company a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoingrescinded; (iie) On the Closing Date, Escrow Agent and the Buyer Purchaser shall have each executed and delivered signatures to the Escrow Agreement to the Seller; and (f) the Purchaser shall have delivered to the Seller a certificate of an authorized officer of the following: (1) a certificatePurchaser in the form set forth in Exhibit B, dated as of the Closing Date, of stating that the Secretary or Assistant Secretary of the Buyer certifying that attached or appended to such certificate: (Aconditions specified in Section 2.2(a) is a true and correct copy of the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (BSection 2.2(b) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to have been satisfied. If the Closing Date)occurs, certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified closing conditions set forth in this Section 2C may 2.2 which have not been fully satisfied as of the Closing shall be deemed to have been waived prior to Closing only by a written instrument signed by the Company and the Seller.

Conditions to the Company’s and the Seller’s Obligations. The obligation obligations of each of the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction, or waiver by each of the Company and the Seller to consummate Representative (on behalf of the Closing is subject to the satisfaction Sellers), of each of the following additional conditions as of immediately prior to the Closing: (i) Each of the representations and warranties of the Buyer contained in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to Article 6 of this Agreement shall be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall be true and correct on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak without taking into account any materiality, Buyer Material Adverse Effect or similar qualifiers as of a specific date or time (which need only be true and correct to materiality) as if made anew as of such date or time(except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments required or permitted by the terms of this Agreement and except otherwise where the failure to be true and correct (disregarding material adverse effect and other materiality qualifications contained therein other than specific dollar thresholds contained therein) would (individually or together with other for any failures of any such representations and warranties to be true and correctcorrect as have not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; (ii) not have a material adverse effect on Each of the Buyer’s ability to consummate the transactions contemplated hereby, covenants and agreements of the Buyer to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all obligations and covenants respects, except to the extent of changes or developments required by this Agreement to be performed or complied with permitted by the Buyer by the time terms of the Closing; and the this Agreement; (iii) The Buyer shall have delivered to the Company and the Representative (on behalf of the Sellers and the holders of Options) a certificate to in the foregoing effect form of Exhibit D attached hereto dated the Closing Date and signed by a senior executive officer of the Buyer on behalf of the Buyer confirming the foregoing;foregoing matters in Section 2C(i) and Section 2C(ii); and (iiiv) On the Closing Date, the The Buyer shall have delivered to the Seller Company and the following: Representative (1) a certificate, dated the Closing Date, on behalf of the Secretary Sellers and the holders of Options) certified copies of the resolutions or Assistant Secretary written consents of the board of directors of the Buyer certifying that attached or appended to such certificate: (A) is a true and correct copy of approving the Buyer’s certificate of incorporation and bylaws, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (2) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to the Closing Date), certifying that the Buyer is in good standing in the state of its incorporation; and (iii) Buyer and its Affiliates shall have taken all actions required by the Holdco Notes Indenture such that, upon effectiveness of the assignment and assumption of the Holdco Notes and Holdco Notes Indenture contemplated by Section 1C attached hereto Seller shall have been released from all liability in respect of the Holdco Notes and/or the Holdco Notes Indenture, and Seller shall have been so released from all such liability. Any condition specified in this Section 2C may be waived prior to Closing only by a written instrument signed by the Company and the Sellerhereby.