Common use of Conditions to the Obligation of Seller Clause in Contracts

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Parent to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment at or prior to the Closing Date satisfaction of each of the following conditions, any one or more conditions (each of which is for the exclusive benefit of Seller and may be waived by Seller unless otherwise provided in whole or in part by Seller:this Agreement): (a) Each all covenants of Parent Acquiror under this Agreement and Buyer the Ancillary Agreements to be performed on or before the Closing Date shall have been duly performed by Acquiror in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Daterespects; (b) The the representations and warranties of each of Parent and Buyer Acquiror in this Agreement that are qualified (which for purposes of this paragraph will be read as to though none of them contained any materiality shall be true and correct, and those not so qualified or Acquiror MAE qualifications) shall be true and correct in all material respects as of the date hereof Closing with the same effect as if made at and as of the Closing Date (except to that any representation and warranty in any Section that is made as of a date other than the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified date of this Agreement shall be true and correct in all material respects, in each case on and respects as of such earlier the specified date), except for changes contemplated by this Agreement;where the failure of the representations and warranties to be true and correct in all respects would not have in the aggregate an Acquiror MAE; and (c) Parent Seller shall have furnished received a certificate of Acquiror addressed to Seller a certificate, and dated as of the Closing Date, signed on behalf of Acquiror by a duly authorized an officer of Parent to Acquiror (on Acquiror’s behalf and without personal liability), confirming the effect that all conditions matters set forth in Sections 7.2(aSection 6.03(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.46.03(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment at or prior to the Closing Date satisfaction of each of the following conditions, any one or more conditions (each of which is for the exclusive benefit of Seller and may be waived by Seller unless otherwise provided in whole or in part by Seller:this Agreement): (a) Each all covenants of Parent Acquiror under this Agreement and Buyer the Ancillary Agreements to be performed on or before the Closing Date shall have been duly performed by Acquiror in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date;respects; and (b) The the representations and warranties of each of Parent and Buyer Acquiror in this Agreement that are qualified (which for purposes of this paragraph will be read as to though none of them contained any materiality shall be true and correct, and those not so qualified or Acquiror MAE qualifications) shall be true and correct in all material respects as of the date hereof and Closing Date with the same effect as though made as of the Closing Date (except that any representation and warranty made as of a date other than the date of this Agreement shall continue on the Closing Date to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and respects as of such earlier the specified date), except for changes contemplated by this Agreement; (c) Parent where the failure of the representations and warranties to be true and correct in all respects would not have in the aggregate an Acquiror MAE, and Seller shall have furnished received a certificate of Acquiror addressed to Seller a certificate, and dated as of the Closing Date, signed on behalf of Acquiror by a duly authorized an officer of Parent to Acquiror (on Acquiror’s behalf and without personal liability), confirming the effect that all conditions matters set forth in Sections 7.2(aSection 6.03(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to this Section 3.46.03(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment at or prior to the Closing Date satisfaction of each of the following conditions, any one or more of which may be waived in whole or in part writing by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent Buyer (i) contained in Sections 3.1, 3.2 and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified 3.8 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as of to materiality or material adverse effect, which representations and warranties as so qualified shall be true in all respects) in each case on the date hereof and on the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to for any earlier representation or warranty made as of a specific date, in which case such representations and warranties qualified as to materiality shall be so true and correct, correct only as of such specific date); and those not so qualified (ii) set forth in Article III of this Agreement shall be true and correct in all respects (determined without regard to any qualifications or limitations as to materiality or material respectsadverse effect), except, in the case of this clause (ii) for any failure(s) to be so true and correct that, individually or in the aggregate, has not had and would not be reasonably expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby or to comply with its obligations hereunder in a timely manner, in each case on the date hereof and on the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date (except for any representation or warranty made as of a specific date, which shall be so true and correct only as of such earlier specific date), except for changes contemplated ; (b) Buyer shall have performed and complied in all material respects with its covenants and agreements required by this AgreementAgreement to be performed or complied with by it at or prior to the Closing; (c) Parent Buyer shall have furnished delivered to Seller a certificate, dated as of the Closing Date, signed on its behalf by a duly authorized an appropriate senior officer thereof confirming the satisfaction of Parent to the effect that all conditions set forth contained in Sections 7.2(aparagraphs (a) and (b) have been satisfiedof this Section 5.3; (d) Seller The Access Agreement and the Transition Services Agreement shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements remain in full force and effect and shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall not have been returnedbreached by any party thereto (other than Seller); (e) On the Closing Date, Buyer Seller shall have delivered to Seller all of received the certificates, documents required and other items to be delivered to it pursuant to Section 3.41.2(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment at or prior to the Closing Date satisfaction of each of the following conditions, any one or more conditions (each of which is for the exclusive benefit of Seller and may be waived by Seller unless otherwise provided in whole or in part by Seller:this Agreement): (a) Each all covenants of Parent Acquiror under this Agreement and Buyer the Ancillary Agreements to be performed or complied with on or before the Closing Date shall have been duly performed or complied with by Acquiror and its Affiliates in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Daterespects; (b) The the representations and warranties of each of Parent and Buyer Acquiror in this Agreement that are qualified (which for purposes of this paragraph will be read as to though none of them contained any materiality shall be true and correct, and those not so qualified or Acquiror MAE qualifications) shall be true and correct in all material respects as of the date hereof Closing with the same effect as if made at and as of the Closing Date (except to that any representation and warranty in any Section that is made as of a date other than the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified date of this Agreement shall be true and correct in all material respects, in each case on and respects as of such earlier the specified date), except for changes contemplated by this Agreement;where the failure of the representations and warranties to be true and correct in all respects would not have in the aggregate an Acquiror MAE; and (c) Parent Seller shall have furnished received a certificate of Acquiror addressed to Seller a certificate, and dated as of the Closing Date, signed on behalf of Acquiror by a duly authorized an officer of Parent to Acquiror (on Acquiror’s behalf and without personal liability), confirming the effect that all conditions matters set forth in Sections 7.2(aSection 5.03(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.45.03(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Parent to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) Buyer shall have replaced Seller's vehicle financing credit facility and shall have caused Seller to be released from all obligations with said vehicle financing credit facility; and (f) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment at or prior to the Closing Date satisfaction of each of the following conditions, any one or more conditions (each of which is for the exclusive benefit of Seller and may be waived by Seller unless otherwise provided in whole or in part by Seller:this Agreement): (a) Each all covenants of Parent Acquiror under this Agreement and Buyer the Ancillary Agreements to be performed on or before the Closing Date shall have been duly performed (or any non-performance shall have been cured) by Acquiror in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Daterespects; (b) The representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified (i) the Acquiror Specified Representations shall be true and correct in all material respects as of the date hereof Closing Date, (ii) the representations and warranties set forth in Article III of this Agreement (other than the Acquiror Specified Representations), which for purposes of this clause (ii) will be read as though none of them contained any materiality or “Acquiror MAE” qualifications, shall be true and correct in all respects as of the Closing Date with the same effect as though made as of the Closing Date (except that any representation and warranty made as of a date other than the date of this Agreement shall continue on the Closing Date to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and respects as of such earlier the specified date), except for changes contemplated by this Agreement; (c) Parent where the failure of the representations and warranties to be true and correct in all respects would not reasonably be expected, individually or in the aggregate, to have an Acquiror MAE, and Seller shall have furnished received a certificate of Acquiror addressed to Seller a certificate, and dated as of the Closing Date, signed on behalf of Acquiror by a duly authorized an officer of Parent to Acquiror (on Acquiror’s behalf and without personal liability), confirming the effect that all conditions matters set forth in Sections 7.2(aSection 6.03(a) and this Section 6.03(b); NAI-1504903777v10 (bc) Seller and Acquiror shall have been satisfied;completed the IT Preparation; and (d) Seller Acquiror shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect made each of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to deliveries contemplated by Section 3.41.12(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment satisfaction (or waiver by Seller) of each of the following conditions: (a) Acquiror and its Subsidiaries shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it or them at or prior to the Closing Date of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing DateClosing; (b) The (i) the representations and warranties of each Acquiror contained in Article III of Parent and Buyer in this Agreement that are qualified (other than the Acquiror Specified Representations), which for purposes of this clause (i) shall be read as to though none of them contained any materiality or “Acquiror MAE” qualifications, shall be true and correctcorrect as of the Closing as though made at and as of the Closing (except that any representation and warranty in any Section that is made as of a specific date shall be true and correct as of such specified date), except where the failures of such representations and warranties to be true and correct would not in the aggregate have an Acquiror MAE, and those not so qualified (ii) the Acquiror Specified Representations shall be true and correct in all material respects as of the date hereof Closing with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and as of such earlier date), except for changes contemplated by this AgreementClosing; (c) Parent Seller shall have furnished to Seller received a certificate, certificate of Acquiror dated as of the Closing Date, signed by a duly authorized an officer of Parent to Acquiror on Acquiror’s behalf and without personal liability, confirming the effect that all conditions matters set forth in Sections 7.2(a5.03(a) and (b) have been satisfied;5.03(b); and (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer Acquiror shall have delivered to Seller all of the documents items required to be delivered pursuant to Section 3.41.12(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect proceed with the transactions Closing contemplated by this Agreement hereby is subject to the fulfillment at satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part part, by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer made in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date hereof and as of the time of the Closing Date (as though made as of such time, except to the extent such representations and warranties expressly relate to any an earlier date, date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and as of such earlier date), except for changes contemplated . Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement; (c) Parent Agreement to be performed or complied with by Buyer by the time of the Closing. Buyer shall have furnished delivered to Seller a certificate, dated as of the Closing Date, Date and signed by a duly an authorized officer of Parent to Buyer confirming the effect that all conditions foregoing matters set forth in Sections 7.2(athis Section 5.2(a) and (the “Buyer’s Closing Certificate”). (b) All necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have been satisfied;made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated, and no action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement. (c) All necessary consents of any Person not a party hereto, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained. (d) Seller shall have receivedNo statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Authority, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to other legal restraint or contemporaneously with prohibition preventing the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect consummation of the Business following the Closing and that all collateral for such Credit Support Arrangements transactions contemplated hereby shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4in effect.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect sell, assign, transfer and convey the transactions contemplated by this Agreement Station Assets to Purchaser is subject to the fulfillment at satisfaction (or prior to waiver by Seller) as of the Closing Date each of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer Purchaser shall have performed in all material respects each obligation and agreement and or complied in all material respects with each covenant all obligations and covenants required to be performed and complied with by it hereunder under this Agreement at or prior to the Closing Date;Closing, and Seller shall have received a certificate signed by Purchaser to such effect. (b) The representations and warranties of each of Parent and Buyer Purchaser set forth in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on the Closing Date as though made on the Closing Date (except to the extent any such representation and as of such warranty expressly relates to an earlier date)) and all covenants and agreements of Purchaser contained herein which are required to be performed by the Closing shall have been performed in all material respects, except for changes contemplated and Seller shall have received a certificate signed by this Agreement;Purchaser to such effect. (c) Parent shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Parent to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer Purchaser shall have delivered to Seller assignment and assumption agreements accepting the transfer of all of Seller's right title and interest in, to and under the documents Licenses and the Contracts and evidencing Purchaser's assumption of Seller's obligations and liabilities with respect thereto to the extent provided in Section 1.03. (d) Except as set forth in Section 8.02, the FCC Consent shall have been granted and become a Final Order and the parties hereto shall have complied with any conditions set forth herein which are required to be delivered pursuant complied with prior to Section 3.4the Closing. (e) The waiting period under the HSR Act shall have expired or been terminated. 34 29 (f) The Port Authority Consent shall have been obtained. (g) All other material authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any governmental entity necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained or filed or shall have occurred. (h) There shall be no suit, action, or other proceeding pending in which it is sought to restrain, prohibit, invalidate or set aside in whole or in part the consummation of the transactions contemplated by this Agreement. No temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. (i) Seller shall have received an opinion dated the Closing Date of Dow, Lohnxx & Xlbexxxxx, XXLC, counsel to Purchaser ("Dow, Lohnxx"), in form and substance reasonably satisfactory to Seller and its counsel.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment at or prior to the Closing Date satisfaction of each of the following conditions, any one or more conditions (each of which is for the exclusive benefit of Seller and may be waived in whole or in part by Seller:): (a) Each all covenants of Parent Buyer under this Agreement and Buyer the Ancillary Agreements to be performed on or before the Closing Date shall have been duly performed by Buyer in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Daterespects; (b) The (i) the representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality Section 4.1, Section 4.2(a), Section 4.2(c)(i) and Section 4.4 shall be true and correctcorrect in all respects as of the Closing Date as if made as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and those not so qualified correct in all respects as of that specified date); and (ii) each of the other representations and warranties of Buyer set forth in this Agreement, in each case, without giving effect to any “materiality” qualifier contained therein, shall be true and correct in all material respects as of the date hereof and Closing Date as if made as of the Closing Date (except to the extent such those representations and warranties expressly relate to any earlier that address matters only as of a specified date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and respects as of such earlier that specified date), except for changes contemplated by this Agreement; (c) Parent Seller shall have furnished received a certificate of Buyer addressed to Seller a certificate, Xxxxxx and dated as of the Closing Date, signed on behalf of Buyer by a duly authorized an officer of Parent to Buyer (on Xxxxx’s behalf and without personal liability), confirming the effect that all conditions matters set forth in Sections 7.2(aSection 6.3(a) and (b) have been satisfied;Section 6.3(b); and (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support each closing deliverable set forth in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements Section 2.7(b) shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4Seller.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment at satisfaction (or prior to the Closing Date waiver by Seller) of each of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each all covenants of Parent Acquiror under this Agreement and Buyer the Ancillary Agreements to be performed on or before the Closing Date shall have been duly performed by Acquiror in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Daterespects; (b) The (i) the representations and warranties of Acquiror set forth in Section 3.01 (Organization) and Section 3.02 (Authorization) (collectively, the “Acquiror Fundamental Representations”) (which for purposes of this paragraph will be read as though none of them contained any “materiality” or “Acquiror MAE” qualifications), in each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correctcase, and those not so qualified shall be true and correct in all material respects as of the date hereof Closing as though made at and as of the Closing Date (except to the extent such representations and warranties expressly relate to that any earlier date, in which case such representations and warranties qualified Acquiror Fundamental Representations that are made as to materiality shall be true and correct, and those not so qualified of a specific date shall be true and correct in all material respectsrespects as of such specified date) and (ii) the other representations and warranties of Acquiror contained in Article III of this Agreement (which for purposes of this paragraph will be read as though none of them contained any “materiality” or “Acquiror MAE” qualifications), in each case on case, shall be true and correct as of the Closing as though made at and as of the Closing (except that any representation and warranty that is made as of a specific date shall be true and correct as of such earlier specified date), except for changes contemplated by except, in the case of this Agreement;clause (ii), where the failure of such representations and warranties to be true and correct would not in the aggregate have an Acquiror MAE; and (c) Parent Seller shall have furnished received a certificate of Acquiror addressed to Seller a certificate, and dated as of the Closing Date, signed on behalf of Acquiror by a duly authorized an officer of Parent to Acquiror (on Acquiror’s behalf and without personal Liability), confirming the effect that all conditions matters set forth in Sections 7.2(aSection 6.03(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.46.03(b).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The the representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be correct or true and correct in all material respects, in each case as applicable, on and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent Buyer shall have paid Seller an amount equal to the aggregate amount of cash held in escrow in account number 1680000080 at Branch Banking & Trust Company (the “Escrow Amount”) (as of the date hereof, such amount being approximately Two Million Dollars ($2,000,000) plus interest paid to date) plus accrued but unpaid interest as of the Closing Date under the Escrow Agreement, by and among Seller, Lockheed Xxxxxx Management & Data Systems and Branch Banking & Trust Company, as escrow agent, dated as of January 27, 2003; and (d) Buyer shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Parent Buyer to the effect that all conditions set forth in Sections Section 7.2(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement is subject to the fulfillment fulfillment, at or prior to before the Closing Date Date, of the following conditions, conditions (subject to the right of Seller to waive any one or more of which may be waived such condition in whole or in part by Seller:writing): (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer Purchaser contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified in Purchaser's Ancillary Documents shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on respects at and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent shall have furnished to Seller a certificate, dated the Closing Date as if made on and as of the Closing Date, signed by a duly authorized officer ; Purchaser shall have performed all of Parent its obligations under this Agreement to be performed on or prior to the effect that Closing Date; and Seller shall have received at the time of the Closing a certificate from Purchaser reasonably satisfactory in form to Seller certifying to the satisfaction of all of the conditions set forth in Sections this Section 7.2(a) and ). (b) No temporary restraining order or injunction shall be issued by any court or governmental body restraining or prohibiting, and no other Legal Requirement shall have been satisfied;come into effect making illegal, performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) Seller shall have received an opinion from counsel for Purchaser, substantially in the form attached hereto as EXHIBIT G (d) Seller shall have receivedAll consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any person or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously Authority in connection with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect consummation of the Business following the Closing and that all collateral for such Credit Support Arrangements transactions contemplated hereby shall have been returned;obtained or made. (e) On the Closing Date, Buyer Purchaser shall have delivered to Seller (i) the funds set out in Section 2.2 of this Agreement, (ii) the Assumption Agreement executed by Purchaser, and (iii) the Seller Note. (f) All documents incident to the transactions contemplated in this Agreement shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller and its counsel shall have received all such counterpart originals or certificates or other copies of the such documents required to be delivered pursuant to Section 3.4as Seller or such counsel may reasonably request.

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment satisfaction, at or prior to the Closing Date Closing, of each of the following conditions, any one or more of which may be waived in whole or in part writing by Seller: (a) (i) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent Buyer and Buyer Parent (as applicable) contained in this Agreement that are qualified as to materiality shall be true Section 3.1, Section 3.2, Section 4.1 and correct, and those not so qualified Section 4.2 shall be true and correct in all respects with only de minimis exceptions, and (ii) each other representation and warranty of Buyer and Buyer Parent set forth in Article III and Article IV of this Agreement shall be true and correct in all respects (determined without regard to any qualifications or limitations as to materiality or material respects adverse effect), except for any failure(s) to be so true and correct that, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer or Buyer Parent to consummate the transactions contemplated hereby or to comply with its obligations hereunder in a timely manner, in the case of each of clauses (i) and (ii) above, on the Closing Date with the same effect as of the date hereof though each such representation and warranty had been made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to for any earlier representation or warranty made as of a specified date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct only as of such specified date); (b) Buyer shall have performed and complied in all material respects, in each case on respects with its covenants and as of such earlier date), except for changes contemplated agreements required by this AgreementAgreement to be performed or complied with by it at or prior to the Closing; (c) Parent An appropriate senior officer of each of Buyer shall have furnished delivered to Seller a certificate, dated as of the Closing Date, signed by a duly authorized such officer on behalf of Parent to Buyer (and not in such officer’s individual capacity) confirming the effect that all satisfaction of the conditions set forth contained in Sections 7.2(aparagraphs (a) and (b) have been satisfied;of this Section 6.3; and (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing Buyer and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer Parent shall have delivered (or caused to Seller all of be delivered) the certificates, documents required and other items to be delivered (or caused to be delivered) by it pursuant to Section 3.41.6(a).

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the The obligation of Seller to effect consummate the transactions contemplated by this Agreement is subject to the fulfillment fulfillment, at or prior to before the Closing Date Date, of the following conditions, conditions (subject to the right of Seller to waive any one or more of which may be waived such condition in whole or in part by Seller:writing): (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer Purchaser contained in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified in Purchaser's Ancillary Documents shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on respects at and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent shall have furnished to Seller a certificate, dated the Closing Date as if made on and as of the Closing Date, signed by a duly authorized officer ; Purchaser shall have performed all of Parent its obligations under this Agreement to be performed on or prior to the effect that Closing Date; and Seller shall have received at the time of the Closing a certificate from Purchaser reasonably satisfactory in form to Seller certifying to the satisfaction of all of the conditions set forth in Sections this Section 7.2(a) and ). (b) No temporary restraining order or injunction shall be issued by any court or governmental body restraining or prohibiting, and no other Legal Requirement shall have come into effect making illegal, performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) All consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any person or Authority in connection with the consummation of the transactions contemplated hereby shall have been satisfied;obtained or made. (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer Purchaser shall have delivered to Seller (i) the funds set out in Section 2.1(a)(i) of this Agreement, (ii) the Preferred Stock less the number of Escrow Shares, and (iii) the Assumption Agreement executed by Purchaser. (e) All documents incident to the transactions contemplated in this agreement shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller and its counsel shall have received all such counterpart originals or certificates or other copies of the such documents required to be delivered pursuant to Section 3.4as Seller or such counsel may reasonably request.