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

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise terminated; (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; (e) since the date of this Agreement, no Material Adverse Effect shall have occurred; (f) the Company must have notified the Nasdaq Global Select Market of the issuance of the Shares; and (g) the Commercial Agreement must remain in full force and effect.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete proceed with the transactions Closing contemplated by this Agreement hereby is subject to the satisfaction of, or compliance with, on or before prior to the Closing Date, each Date of all of the following conditions (conditions, any one or more of which may be waived by the Purchaserwaived, in whole or in part):, by the Purchaser: (a) the The representations and warranties of the Company Seller set forth in Section ARTICLE 3 that are qualified by “materiality” or “Material Adverse Effect” must shall have been true and correct when made and shall be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the Closing Date as if made on such date (except to the extent any such representation or warranty speaks other than representations and warranties that are made as of the date of this Agreement or any other specific a specified date, in which case such representation or warranty must have been so shall be true and correct as of such specified date);, except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller 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 Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”). (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must The Competition Act Clearance shall have been duly performed and complied with in all material respects;obtained. (c) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise terminated; (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any No order, injunction, judgment, injunction or decree, ruling, assessment or arbitration award issued by a court of any Governmental Authority that would prohibit or make illegal competent jurisdiction preventing the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to hereby shall be rescinded following consummation;in effect. (ed) since Since the date of this Agreement, no there shall not have occurred a Material Adverse Effect Effect. (e) The Seller shall have occurred;delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Company must have notified Purchaser the Nasdaq Global Select Market guarantee from the Guarantor for the benefit of the issuance of Purchaser as required pursuant to Section 6.10(b), duly executed by the Shares; andGuarantor. (g) Closing of the Commercial Agreement must remain transactions contemplated in full force and effectthe Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is in connection with the Closing shall be subject to the satisfaction of, or compliance with, waiver by the Purchaser on or before prior to the Closing Date, Date of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):conditions: (a) the The representations and warranties of the Company contained in Section 3 Article II (i) that are qualified by “materiality” or “Material Adverse Effect” must Fundamental Representations shall be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement if made at and as of the Closing (except to the extent any such representation or warranty speaks that those representations and warranties that are made as of the a specific date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and shall be correct only as of such date);) and (ii) that are other than Fundamental Representations shall be correct in all respects (disregarding qualifications of materiality or Material Adverse Effect) as if made at and as of the Closing (except that those representations and warranties that are made as of a specific date shall be correct only as of such date) except where the failure to be correct has not resulted in a Material Adverse Effect. (b) The representations and warranties of each Seller contained in Article III (i) that are Fundamental Representations shall be correct in all respects, as if made at and as of the covenants Closing (except that those representations and agreements the Company is required to perform warranties that are made as of a specific date shall be correct only as of such date) and (ii) that are other than Fundamental Representations shall be correct in all respects (disregarding qualifications of materiality or comply with under this Agreement on or before Material Adverse Effect) as if made at and as of the Closing Date must (except that those representations and warranties that are made as of a specific date shall be correct only as of such date) except where the failure to be correct has not resulted in a material adverse effect on the applicable Seller. (c) The Sellers shall have been duly performed and complied with in all material respects;respects with all covenants and agreements contained herein required to be performed or complied with by the Sellers at or prior to the Closing. (d) The Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and executed by a duly authorized representative of the Company, as to the fulfillment of the conditions set forth in Sections 6.1(a) - (c). (e) all The waiting period applicable waiting periods (and any extensions thereof) to the consummation of the Share Purchase under the HSR Act must and under any similar applicable foreign antitrust or competition Laws shall have expired or otherwise been terminated;, and each of the Seller Required Consents set forth on Annex A hereto shall have been received or, with respect to any Seller Required Consent from a Governmental Authority, reasonably satisfactory written or oral notification shall have been received from the applicable Governmental Authority that its consent to the Closing is not required. (df) there must There shall not be in effect any federal, state, local, municipal, foreign, international, multinational injunction or other law, statute, rule, regulation, ordinance Order restraining or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal prohibiting the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; (e) since the date of this Agreement, no Material Adverse Effect shall have occurred; (f) the Company must have notified the Nasdaq Global Select Market of the issuance of the Shares; and. (g) The Company shall have delivered to the Commercial Agreement must remain in full force Purchaser the Payoff Letters prior to Closing, including evidence reasonably satisfactory to the Purchaser of the release of any Liens associated with the Funded Debt of any Target Company and effecttheir respective assets. (h) There shall not have occurred since December 31, 2015 a Material Adverse Effect. (i) The Company shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the termination of the related party agreements set forth on Schedule 6.1(i). (j) The Company shall have delivered to the Purchaser evidence reasonable satisfactory to the Purchaser of the termination of the Express Note. (k) The Company shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the termination or amendment of the CVC Contract.

Conditions to the Obligation of the Purchaser. The Notwithstanding any notice of the intent of the Purchaser to exercise the Option, the obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance withsatisfaction, on or before the Option Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) all of the Option Seller’s representations and warranties of the Company set forth in Section 3 that are qualified by “materiality” or “Material Adverse Effect” incorporated into this Agreement must be have been true and correct in all material respects and the representations and warranties as of the Company in Section 3 that are not so qualified date of this Agreement and must be true and correct in all material respects (provided that as of the Option Closing as though made on the Option Closing Date, except for the representations and warranties set forth in Section 3.2 (Authority and Enforceability), Section 3.4 (Capitalization and Ownership) and Section 3.5 (Financial Statements) of the Company in Section 3.6 Purchase Agreement, and each of the Option Seller’s representations and warranties that is qualified as to materiality or contains terms such as “Material Adverse Effect”, each of which must be have been true and correct in all but de minimis respects), in each case, respects (i.e. without duplication as to materiality) as of the date of this Agreement and must be true and correct in all respects as of the Option Closing (as though made on the Option Closing Date, and except to the extent any such representation or warranty speaks representations and warranties are specifically made as of the date of this Agreement or any other specific a particular date, in which case such representation or warranty those representations and warranties must have been so be true and correct as of such the specified date); (b) all of the covenants and agreements obligations that the Company Option Seller is required to perform have performed or comply complied with under this Agreement on or before the Option Closing Date must shall have been duly performed and complied with in all material respects; (c) all applicable waiting periods (each of the Governmental Authorizations and any extensions thereofconsents, if any, identified in Schedule 7.1(c) under the HSR Act hereto shall have been obtained and must have expired or otherwise terminatedbe in full force and effect; (d) the applicable parties shall have made all required filings with CoFeCo and the applicable parties shall have received consent to the Contemplated Transactions from, or the Purchaser shall be satisfied that there must not be in effect any federalare no objections to the Contemplated Transactions by, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummationCoFeCo; (e) since the date of this Agreement, no Material Adverse Effect shall there must not have occurredbeen commenced and undismissed, or threatened and not withdrawn, against the Purchaser, or against any Affiliate of the Purchaser or any Acquired Company, any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions or (ii) that is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Contemplated Transactions; (f) neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice, lapse of time or both), contravene, conflict with, result in a material violation of, or cause the Purchaser or any Affiliate of the Purchaser or any Acquired Company to suffer any Losses in excess of $750,000, individually or in the aggregate, under (i) any applicable Law, Judgment or Governmental Authorization, or (ii) any Law or Judgment that has been published, introduced or otherwise formally proposed by or before any Governmental Authority; (g) since the date of this Agreement, there must not have been any change or event that has had or would reasonably be expected to have a Material Adverse Effect; (h) the Option Seller must have delivered or caused to be delivered (i) each document that Section 3.3(a) requires it to deliver, (ii) an opinion of Mexican and/or New York counsel to the Seller Parties and the Acquired Companies, addressed to the Purchaser (and its assignees, if applicable) and dated the Option Closing Date, opining as to customary matters, in form and substance reasonably satisfactory to the Purchaser and its counsel and (iii) and such other documents, instruments and certificates as the Purchaser may reasonably request for the purpose of consummating the Contemplated Transactions; (i) at least 85% of the Persons working for the Labor Company as of the date of this Agreement shall remain employed by the Labor Company as of the Option Closing; (j) the Company must have notified having a minimum verifiable pawn loan balance of Mx$250,000,000 (the Nasdaq Global Select Market “Loan Balance Threshold”) as of the issuance last day of the Sharesfull calendar month immediately preceding the Option Closing Date and TTM EBITDA of at least Mx$140,000,000 as of the last day of the full calendar month immediately preceding the Option Closing Date; (k) the receipt by the Purchaser of any financing to be used to consummate the Contemplated Transactions; (l) the Purchaser’s board of directors shall have approved the Contemplated Transactions; (m) the Purchaser shall be satisfied with the results of its due diligence investigation of the Seller Parties and the Acquired Companies; and (gn) the Commercial Agreement must remain in full force and effectPurchaser shall have exercised the Option.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the purchase of the Shares and the other transactions contemplated by this Agreement is subject to the satisfaction of, or compliance withsatisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) the representations and warranties of the Company in Section 3 that are qualified by “materiality” any governmental or “Material Adverse Effect” must be true and correct in all respects regulatory requirements (including competition law filings and the representations expiration of related waiting periods and warranties obtaining of the Company in Section 3 that are not so qualified must be true and correct in all material respects (approvals) have been fully satisfied, provided that any divestiture obligations or other conditions required by competition or other similar governmental authorities shall not release Purchaser from its obligation to consummate the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, transaction as of the date of contemplated by this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date)Agreement; (b) all of the covenants Sellers-IV having delivered the Estimated Closing Balance Sheet to Purchaser, estimated as precisely as possible and agreements in good faith by the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respectsSellers; (c) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise terminatedfull compliance *****; (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummationfull compliance *****; (e) since the date delivery at Closing of this Agreementtitle of all Shares, no Material Adverse Effect shall have occurred;free and clear of any and all liens, Encumbrances and other third party rights and of all other closing deliveries as per Section 2.6(a); and (f) the Company must have notified ***** being true and accurate in all respects as per the Nasdaq Global Select Market Closing Date. Purchaser acknowledges and agrees that the transaction contemplated by this Agreement might trigger certain Change of Control Events and that such Change of Control Events triggered or any direct or indirect financial or other consequence resulting thereof shall not release Purchaser from its obligation to consummate the issuance transaction as contemplated by this Agreement, nor shall Sellers or the Acquired Companies assume any responsibility or be liable vis-à-vis the Purchaser for any Change of Control Events triggered or any direct or indirect financial or other consequence resulting thereof, provided always, such limitation only applies if and to the Shares; and (g) the Commercial Agreement must remain in full force and effectextent a Change of Control Events has been Fairly Disclosed to Purchaser.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is in connection with the Closing shall be subject to the satisfaction of, or compliance with, waiver by the Purchaser on or before prior to the Closing Date, Date of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):conditions: (a) the The representations and warranties of the Company Sellers contained in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must Article II shall be true and correct in all respects (if qualified by materiality or Material Adverse Effect) and the representations and warranties of the Company in Section 3 that are not so qualified must shall be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respectsif not qualified by materiality or Material Adverse Effect), in each case, as of on the date of this Agreement made and as if made at and as of the Closing (except with respect to the extent any such representation or warranty speaks those representations and warranties that are made as of a specific date, only as of such date), with only such exceptions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) No disclosure made by the Sellers pursuant to Section 5.7 with respect to changes, developments, conditions, events or circumstances occurring after the date of this Agreement shall have caused the representations and warranties of the Sellers set forth in Article II to which such disclosure pertains to not be true and correct in all respects (if qualified by materiality or any other Material Adverse Effect) or true and correct in all material respects (if not qualified by materiality or Material Adverse Effect) as if made at and as of the Closing (except with respect to those representations and warranties that are made as of a specific date, in which case such representation or warranty must have been so true and correct only as of such date);. (bc) The representations and warranties of each Seller contained in Article III shall be true and correct in all respects (if qualified by materiality or Material Adverse Effect) and shall be true and correct in all material respects (if not qualified by materiality or Material Adverse Effect), as if made at and as of the covenants Closing (except with respect to those representations and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must warranties that are made as of a specific date, only as of such date). (d) The Sellers shall have been each duly performed and complied with in all material respects;respects with all covenants and agreements contained herein required to be performed or complied with by such Seller at or before the Closing. (ce) all The Stockholder Representative shall have delivered to the Purchaser a certificate, dated as of the Closing Date and executed by a duly authorized representative of the Stockholder Representative, as to the fulfillment of the conditions set forth in Section 6.1(a) and (b). (f) Each Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and executed by a duly authorized representative of such Seller, as to the fulfillment of the conditions set forth in Sections 6.1(c) and (d), with respect to such Seller. (g) The waiting period applicable waiting periods (and any extensions thereof) to the consummation of the Stock Purchase under the HSR Act must and under any similar applicable foreign antitrust or competition Laws shall have expired or otherwise terminated;been terminated and each of the Required Consents set forth on Schedule B hereto shall have been received or, with respect to any such Required Consent from a Governmental Authority, reasonably satisfactory written or oral notification shall have been received from the applicable Governmental Authority that its approval of, consent to or authorization of the Closing is not required. (dh) there must There shall not be in effect any federallitigation by or among the Sellers, statewhether pending or threatened in writing, localthat seeks to enjoin, municipaldelay, foreignrestrain, internationalprohibit or impair the consummation of the transactions contemplated by this Agreement, multinational or any injunction or other lawOrder issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated by this Agreement, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of and there shall be no litigation pending in which any Governmental Authority that would Entity is seeking to enjoin, restrain or prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause impose any penalty which would have a Purchaser Material Adverse Effect. (i) The Company shall have delivered to the transactions Purchaser a certification (in such form as may be reasonably requested by counsel to the Purchaser) conforming to the requirements of Treasury Regulations §1.1445-2(c)(3) and §1.897-2(h) and certifying that stock in the Company does not constitute a U.S. real property interest within the meaning of Code Section 897(c). (j) The Sellers shall have delivered to the Purchaser, with respect to each Leased Real Property and Owned Real Property located in New Jersey, one of the ISRA non-applicability determination, letter, approval or exception contemplated by this Agreement to be rescinded following consummation;clauses (i) through (v) of Section 5.13. (ek) The Sellers shall have delivered to Purchaser an opinion, dated the Closing Date, of Xxxxxx Xxxx & Xxxxxx LLP substantially in the form of Exhibit C hereto. (l) The Sellers shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the release of any Liens on the assets and properties of the Company and the Company Subsidiaries, other than Permitted Liens, of the release of any Liens securing the Funded Debt and of the release of any Liens on the Shares. (m) There shall not have occurred since December 31, 2005, any change, development, condition, event or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; provided, however, that for purposes of this Section 6.1(m), no matter disclosed on the Seller Disclosure Schedule shall be deemed to have had, or reasonably be expected to have, a Material Adverse Effect except to the extent that any change, development, condition, event or circumstance occurring or arising after the date of this Agreement, no with respect to such matter, considered separately from the facts or circumstances existing on the date hereof, has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect. (n) All obligations of the Company and the Company Subsidiaries to pay any consideration, reimbursement or fee to the Sellers, the general partners of the respective Sellers or the Affiliates of the Tailwind Stockholders (other than the Company and the Company Subsidiaries) shall have occurred; been terminated, and any and all such consideration, reimbursements and fees to the Sellers, the general partners of the respective Sellers or the Affiliates of the Tailwind Stockholders (f) other than the Company must and the Company Subsidiaries) from the Company and the Company Subsidiaries which are due and payable or accrued through the Closing shall have notified been paid, except for obligations to pay consideration, reimbursement or fees expressly provided in this Agreement, the Nasdaq Global Select Market Indemnity and Earnout Escrow Agreement, the Retention Program Escrow Agreement or any other document entered into by the Sellers, on the one hand, and the Purchaser, the Company or any of the issuance Company Subsidiaries, on the other hand, after the execution and delivery of the Shares; and (g) the Commercial Agreement must remain in full force and effectthis Agreement.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is subject to the satisfaction of, of or compliance with, on or before the Closing DateEffective Time, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):): 57 (a) all of the Company's representations and warranties set forth in this Agreement must have been true and correct in all material respects as of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” date of this Agreement and must be true and correct in all respects and as of the Closing as though made on the Closing, except (i) to the extent representations and warranties are specifically made as of the Company a particular date, in Section 3 that are not so qualified which case those representations and warranties must be true and correct as of the specified date, (ii) as such representations and warranties may be affected by the taking of any action required by this Agreement, and (iii) for inaccuracies in all material respects such representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Company Material Adverse Effect (provided that disregarding any materiality or Company Material Adverse Effect qualification contained in any such representation or warranty), and except for the representations and warranties set forth in Sections 3.2, 3.4 and 3.5, each of the Company in Section 3.6 which must be have been true and correct in all but de minimis respects), in each case, respects as of the date of this Agreement and must be true and correct in all respects as of the Closing (except to as though made on the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date)Closing; (b) all of the covenants and agreements obligations that the Company is Acquired Companies are required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respectsrespects (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants and obligations); (c) all applicable waiting periods (each of the Governmental Authorizations and any extensions thereof) under consents identified in Section 3.3 of the HSR Act Company Disclosure Schedule as a Governmental Authorization or consent must have expired or otherwise terminated;been obtained and must be in full force and effect. (d) there must not be in effect effect, published, introduced or otherwise formally proposed any federalLaw or Judgment, stateand there must not be pending or have been commenced or threatened any Proceeding, localthat in any case could: (i) challenge or seek to prohibit, municipalprevent, foreignmake illegal, internationaldelay or otherwise interfere with the actions, multinational steps or other law, statute, rule, regulation, ordinance proceedings in or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award the consummation of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements; (ii) cause any of the transactions contemplated by this Agreement or any of the Ancillary Agreements to be rescinded following consummation; or (iii) affect adversely the right of the Purchaser to own the Shares or to control the Company and its Subsidiaries; (e) since the date of this Agreement, no there must not have been any change, occurrence or event that has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect shall have occurredEffect; (f) the Company must have notified delivered or caused to be delivered: (i) each document that Section 2.7(a) requires it to deliver; (ii) an opinion of Gowling Xxxxxxx Xxxxxxxxx LLP, counsel to the Nasdaq Global Select Market of Company, dated the issuance of Closing Date in a form satisfactory to the SharesPurchaser acting reasonably; and (iii) such other documents, instruments and certificates as the Purchaser may reasonably request for the purpose of consummating the transactions contemplated by this Agreement; (g) the Commercial Arrangement shall have been approved at the Company Meeting by not less than the Required Vote; (h) the Company shall have: (i) repaid all amounts outstanding, together with any accrued and unpaid interest, under the Loan Agreement must remain between the Company and Comerica Bank dated May 12, 2005; and (ii) delivered evidence reasonably satisfactory to the Purchaser that the general security interest granted to Comerica Bank under the General Security Agreement between the Company and Comerica Bank dated May 12, 2005 has been or will be discharged; (i) each of individuals set forth on Schedule B attached hereto shall have entered into a Key Employee Agreement with the Company; and (j) the Interim Order and the Final Order shall each have been obtained in full force form and effecton terms reasonably satisfactory to the Purchaser, and shall not have been set aside or modified in a manner unacceptable to the Purchaser except as permitted under Section 5.12 of this Agreement or Article 6 of the Plan of Arrangement.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction of, or compliance with, on or before Closing of the following further conditions: (a) the Sellers shall have performed all of their obligations under this Agreement and any Ancillary Agreement to which they are a party required to be performed on or prior to the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):; (ab) the representations and warranties of the Company and the Sellers contained in Section 3 that this Agreement and each Ancillary Agreement to which they are qualified by “materiality” or “Material Adverse Effect” must a party shall be true and correct in all respects at and the representations and warranties as of the Company Closing Date; (c) the Purchaser shall be furnished with such certificates, affidavits or statutory declarations of the Sellers as the Purchaser may reasonably think necessary in Section 3 order to establish that are not so qualified must be true the terms, covenants and correct conditions contained in this Agreement have been performed or complied with by the Sellers in all material respects (provided at or prior to the Closing and that the representations and warranties of the Company in Section 3.6 must be Sellers herein given are true and correct in all but de minimis respectsrespects at the Closing Date; (d) the Purchaser shall have received a certificate of the Chief Financial Officer of the Company (the “Closing Indebtedness Certificate”), certifying: (i) as to the total amount of the Closing Indebtedness; (ii) that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein; and (iii) as to each lender to whom Closing Indebtedness is owed at the Closing and the amount thereof, along with wire transfer or other instructions for payment of the Closing Indebtedness; (e) the Purchaser shall have received a certificate of the Chief Financial Officer of the Company (the “Expenses Certificate”), certifying: (i) as to the total amount of the Company Expenses; (ii) that there are no additional Company Expenses other than the Company Expenses reflected therein; and (iii) as to each Person to whom Company Expenses are owed at the Closing and the amount thereof, along with wire transfer or other instructions for payment of the Company Expenses; (f) the Purchaser shall have received payout letters from each lender with respect to all Closing Indebtedness, which payout letters provide for the full and final release of any and all Liens relating to such Closing Indebtedness following receipt of the amount set forth in such payoff letters; (g) the Purchaser shall have received evidence reasonably satisfactory to it that all Related Party Debt has been repaid, forgiven or otherwise extinguished including, without limitation, the release of any Liens; (h) the Purchaser shall have received an opinion of Sellers’ Counsel, dated the Closing Date, substantially in the form attached hereto as Exhibit B (including any officer, board or shareholder consents, resolutions or certificates required); (i) the Purchaser shall have received copies of the certificate of status and the officer’s certificate of the Company with respect to the matters set forth on Exhibit C in a form acceptable to the Purchaser; (j) each of the Preferred Share Holders other than Gxxx Xxxxx, Carya Cxxxxxxxxx and Mxxxxxx Xxxxx shall have entered into a Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit D; (k) the Purchaser shall have received evidence to its satisfaction that the Existing Shareholders’ Agreement has been terminated and is of no further force or effect; (l) the Purchaser shall have received evidence to its satisfaction that all stock options of the Company outstanding immediately prior to the Closing have been cancelled without payment of any consideration; (m) the Company shall have received all consents, waivers, authorizations or approvals from the Persons referred to in Sections 3.5 and 3.6, in each casecase in form and substance satisfactory to the Purchaser, and no such consent, authorization or approval shall have been revoked; (n) the Purchaser shall have received resignations from each of the directors and officers of the Company effective as of the Closing Date (other than from Bxxxx Xxxxxxxxxxx and Mxxxxx Xxxxxx who shall remain as directors and officers of the Company following the Closing); (o) the Purchaser shall have received resolutions of the Company amending the banking signing authority and banking signature cards of the Company in a form acceptable to the Purchaser; (p) the Purchaser shall have received the originals of all of the share certificates representing the Purchased Shares, together with duly executed instruments of transfer, for transfer to the Purchaser; (q) each of the Sellers and each director and officer of the Company shall have executed a release (which shall include any rights the Sellers may have against the Company in respect of prior financings, investments or other transactions and employee, officer and director related matters) in the form attached hereto as Exhibit E; (r) the Purchaser shall have received (such delivery to be tendered at the place requested by the Purchaser, including but not limited to the Company’s premises): (i) one copy of the Company’s Software and Technology including the Core Technology (in source code format where appropriate) and all backup copies previously held by the Company on media acceptable to the Purchaser; (ii) true and complete copies of all data, records, manuals, electronic files, notes, notebooks, writings, e-mails, media, documents, agreements, correspondence, applications, registrations or other materials relating to the Company IP and Company’s Technology and Software (including, without limitation, all registrations, all materials provided for in the definition of the Core Technology, all materials relating directly or indirectly to any patent applications and all employment or consulting agreements); (iii) true and complete copies of all data, Records, documents, correspondence, minute books or other materials relating to the MediaMiser Business; and (iv) one CD-ROM copy of all of the material set forth on the Company’s virtual data room as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise terminated; (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; (e) since the date of this Agreement, no Material Adverse Effect shall have occurred; (f) the Company must have notified the Nasdaq Global Select Market of the issuance of the Shares; and (g) the Commercial Agreement must remain in full force and effect.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction of, or compliance with, waiver by the Purchaser on or before prior to the Closing Date, Date of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):conditions: (a) the The representations and warranties of the Company in Section 3 that Articles II and III which are qualified by “materiality” materiality or “Material Adverse Effect” must Effect shall be true and correct in all respects and the other representations and warranties of the Company in Section 3 that are not so qualified must Articles II and III shall be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement case at and as of the Closing (with the same effect as though made at and as of the Closing, except that those representations and warranties that are made as of a specific date shall be true and correct to the extent any such representation or warranty speaks as of the date of required by this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct Section 6.2(a) only as of such date);; provided that this Section 6.2(a) shall be deemed to have been satisfied so long as the failure of all such representations and warranties to be so true and correct, in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. Each of the Seller and the Company shall have duly performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it at or before the Closing. (b) The Seller shall have delivered to the Purchaser an original certificate or certificates representing all of the covenants issued and agreements outstanding Contributed Stock and the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been Purchased Stock, duly performed endorsed and complied with in all material respects;proper form for transfer. (c) all applicable waiting periods (and any extensions thereof) The Seller shall have delivered to the Purchaser a letter from General Electric Capital Corporation, in its capacity as agent under the HSR Act must have expired or otherwise terminated;Credit Agreement, stating that no amounts are outstanding under the Credit Agreement as of the Closing Date. (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal The Seller shall have delivered to the consummation Purchaser the consents and approvals set forth on Schedule 6.2(d) of the transactions contemplated by this Agreement or cause Disclosure Letter (the transactions contemplated by this Agreement to be rescinded following consummation;“Required Consents”). (e) since the date of this Agreement, no Material Adverse Effect The Purchaser shall have occurred;received the resignations, effective as of the Closing, of each director of the Company. (f) The Seller shall have delivered to the Company must have notified Purchaser an executed certification of non-foreign status (in the Nasdaq Global Select Market form and manner set forth in Code Section 1445 and the Treasury Regulations promulgated thereunder) of the issuance Seller to the effect that the Seller is not a “foreign person” (within the meaning of Treasury Regulation Section 1.1445-2) and is not a “disregarded entity” (within the Shares; andmeaning of Treasury Regulation Section 301.7701-3). (g) The Company shall have delivered to the Commercial Agreement must remain Purchaser a certificate, dated the Closing Date and signed by the Company’s Chief Executive Officer or Chief Financial Officer, to the effect that the conditions set forth in full force this Section 6.2 have been fulfilled. (h) The Company shall have delivered to the Purchaser a certificate, dated the Closing Date and effectsigned by the Company’s Chief Executive Officer or Chief Financial Officer, stating that the Company has terminated, without the accrual or payment of any fees, all agreements between the Company and its Subsidiaries on the one hand and the Seller and its Affiliates (other than Subsidiaries of the Company and, solely with respect to the agreements set forth in Schedule 2.9(e) of the Disclosure Letter, members of the management of the Company) on the other, with the exception of this Agreement.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete proceed with the transactions Closing contemplated by this Agreement hereby is subject to the satisfaction of, or compliance with, on or before prior to the Closing Date, each Date of all of the following conditions (conditions, any one or more of which may be waived by the Purchaserin writing, in whole or in part):, by the Purchaser: (a) Each of the Selling Stockholders shall have complied in all material respects with each of its covenants and agreements contained herein and each of its representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true Closing Date and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must shall then be true and correct in all material respects and the Purchaser shall have received a certificate dated the Closing Date, signed by the Selling Stockholders or the Representative certifying as to the matters specified in this Section 7.1(a). (provided that b) The Purchaser shall have received from Boyer, Ewing & Harris, counsel to the representations Selling Stockholders, the Company xxx xxx Xxxsidxxxxxx, an opinion dated the Closing Date, with such qualifications as are reasonably acceptable to the Purchaser and warranties which may be relied on by the senior lender of Purchaser providing secured financing to Purchaser in connection with the transactions contemplated by this Agreement, to the effect that: (i) the Company and the Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the state of their respective jurisdictions of incorporation with the corporate power and authority to own their respective assets and to transact their respective businesses as now being conducted; and the Company and the Subsidiaries are duly licensed or qualified to do business as foreign corporations and are in good standing in all jurisdictions in which the character of the properties and assets now owned or held by them or the nature of business now conducted by them requires them to be so licensed or qualified where the failure so to qualify would affect materially and adversely the business, financial condition or results of operations of the Company in Section 3.6 must be true and correct in all but de minimis respects)the Subsidiaries taken as a whole; (ii) the authorized capital stock of the Company consists of 225,000,000 shares of common stock, in each case$.01 par value per share, of which 12,957,223 shares are validly issued and outstanding, fully paid and nonassessable (based upon full tender and conversion of 1,926,423 shares of Common Stock, $.01 par value, of Catalyst Valve Services, Inc. shares pursuant to the 1994 reverse stock split, which shares have not as of the date hereof been tendered by certain stockholders of this Agreement Starstream Communications Group, Inc., none of whom are among the Selling Stockholders) and as there are 5,000,000 authorized shares of Preferred Stock of the Closing Company of which 319,174 shares are issued and outstanding; (except to iii) the extent any such representation or warranty speaks as authorized capital stock of each of the date Subsidiaries consists of the shares of common stock identified in connection with each of the Subsidiaries in Schedule 4.2; all of such shares are issued and outstanding and are fully paid and nonassessable; (iv) the Company is the record and, to such counsel's knowledge, the beneficial owner of all of the issued and outstanding shares of capital stock of each of the Subsidiaries; (v) the Selling Stockholders are the record and, to such counsel's knowledge, the beneficial owners of the Shares indicated for each of the respective Selling Stockholders as shown on the signature pages hereto; (vi) except for such as have been obtained, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body is necessary or required of the Selling Stockholders, the Company or the Subsidiaries in connection with the execution and delivery of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as the performance by the Selling Stockholders of such date)their obligations hereunder; (vii) the execution and delivery of the Agreement by the Selling Stockholders and the performance by the Selling Stockholders of their obligations thereunder will not violate any provision of any existing law or regulation applicable to the Selling Stockholders, the Company or any of the Subsidiaries, or of any order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority applicable to the Selling Stockholders, the Company or any of the Subsidiaries, the charter or bylaws of, or any securities issued by, the Company or any of the Subsidiaries or any mortgage, indenture, lease, contract or other agreement, instrument or undertaking, known to such counsel after due inquiry, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their assets is bound, and will not result in, or require, the creation or imposition of any lien on any of the Company's or the Subsidiaries' properties, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking; (viii) neither the Company nor any of the Subsidiaries is in default under any material order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority binding upon or affecting any of them or by which any of their assets may be bound or affected, and no such order, judgment, award or decree materially adversely affects the ability of the Company or any of the Subsidiaries to carry on their businesses as now conducted or the ability of the Company to perform its obligations under the Agreement; and (ix) no litigation, investigation or administrative proceeding, known to such counsel after due inquiry, of or before any court, arbitrator or governmental authority is pending or threatened against the Company or any of the Subsidiaries (a) with respect to the Agreement or the transactions contemplated thereby or (b) all that, if adversely determined, would have a material adverse effect on the business or financial condition of the covenants and agreements Company or any of the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects;Subsidiaries. (c) all applicable waiting periods (All necessary filings with and any extensions thereof) under the HSR Act must have expired or otherwise terminated; (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award consents of any Governmental Authority that would prohibit governmental authority or make illegal agency required for the consummation of the transactions contemplated by in this Agreement or cause shall have been made and obtained, all waiting periods with respect to filings made with governmental authorities in contemplation of the consummation of the transactions contemplated 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 to restrain or prohibit the Purchaser's acquisition of the Shares and no governmental agency or body shall have taken any other action as a result of which the management of the Purchaser reasonably deems it inadvisable to proceed with the transactions hereunder. (d) The Selling Stockholders shall have delivered such resignations effective as of the Closing Date of any officer or director of the Company or the Subsidiaries as may be requested by this Agreement to be rescinded following consummation;the Purchaser. (e) since The Selling Stockholders shall have, as of the date Closing Date, caused the Company and the Subsidiaries to cancel the authority of this Agreementeach person who is listed in Schedule 4.21 hereto to draw checks on or withdraw funds from any of the bank accounts maintained by the Company and any of the Subsidiaries, no Material Adverse Effect except for any person designated by the Purchaser in writing prior to the Closing, and shall have occurred;provide to the Purchaser evidence of said cancellation. (f) Noncompetition agreements shall have been executed by each of Andrew Cormier, Mike Richards, Gary Farr, the Company must have notified Catalyst Capital Partners X, Xxx., xxx thx Xxxxxxxx Xxoux, Xxx. xn substantially the Nasdaq Global Select Market of the issuance of the Shares; andforms attached hereto as Exhibits B1-B5, respectively; (g) No material adverse change in the Commercial results of operations, financial condition or business of the Company or the Subsidiaries shall have occurred, and neither the Company nor any of the Subsidiaries shall have suffered any material loss of or damage to any of their properties or assets, whether or not covered by insurance, since the Balance Sheet Date, which change, loss or damage materially and adversely affects the business or financial condition of the Company and the Subsidiaries, taken as a whole, which for purposes of this paragraph (g) shall be deemed to occur if such change, loss or damage has a financial impact on the Company or either of the Subsidiaries in an amount greater than $150,000. (h) All actions, proceedings, instruments and documents required to carry out this Agreement must remain or incidental hereto and all other related legal matters shall have been reasonably approved by counsel to the Purchaser and such counsel shall have been furnished with all such documents and instruments as it shall have reasonably requested in full force connection with the transactions contemplated herein. (i) No suit, action or other proceeding shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions in connection herewith. (j) The Purchaser shall have determined, based on its reasonable judgment, that there are no aspects of the Company's or its Subsidiaries' compliance with Environmental Laws or circumstances that reasonably may result in an Environmental Claim which reasonably may be expected to result in an adverse financial effect on the Company or the Subsidiaries greater than $150,000. (k) The Purchaser and effectthe Selling Stockholders shall have entered into the Escrow Agreement with such changes as are mutually satisfactory.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the purchase of the Shares and to consummate the other transactions contemplated by this Agreement is subject to the satisfaction of, or compliance withsatisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) each of the Seller's representations and warranties of the Company set forth in Section 3 that are qualified by “materiality” or “Material Adverse Effect” this Agreement must be have been true and correct in all material respects and the representations and warranties as of the Company in Section 3 that are not so qualified date of this Agreement and must be true and correct in all material respects (provided that the except for (x) representations and warranties of the Company in Section 3.6 must that contain qualifications as to materiality and (y) SECTION 3.3 (Capitalization and Ownership),which shall be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and ) as of the Closing Date as though made on the Closing Date (except to the extent that any such representation representations or warranty speaks warranties speak as of the date of this Agreement or any other specific another date, in which case such representation or warranty must have been so representations and warranties shall be true and correct in all material respects at and as of such datethe date specified therein); (b) all of the covenants and agreements obligations that the Company Seller is required to perform or comply with under this Agreement or any other Transaction Document on or before the Closing Date must have been duly performed and complied with in all material respects; (c) all applicable waiting periods Purchaser shall have received a certificate from Seller to the effect set forth in SECTIONS 6.1(A) and (and any extensions thereof) under the HSR Act must have expired or otherwise terminatedB); (d) all Consents or approvals set forth in SCHEDULE 6.1(D) must have been obtained and must be in full force and effect; (e) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statuteor court, rule, regulation, ordinance arbitration or code regulatory order or any order, injunction, judgment, decree, ruling, assessment and there must not have been commenced or arbitration award of threatened by any Governmental Authority Entity any proceeding, that in any case would (i) prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following their consummation; (e) since the date of this Agreement, no Material Adverse Effect shall have occurred; (f) the Company must have notified the Nasdaq Global Select Market Seller shall deliver to Purchaser certificates of the issuance Company and the Seller, each dated the Closing Date, signed by the secretary or any assistant secretary of the Shares; andCompany and the secretary or any assistant secretary of the Seller, respectively, each attesting to the completion of all necessary corporate action by the Company and Seller respectively, to execute and deliver this Agreement and the Transaction Documents to which each are a party and to perform their respective obligations hereunder and thereunder, including copies of the organizational documents of the Company and the Seller and all corporate resolutions or other actions, required in connection with this Agreement or any other Transaction Document and attesting to the incumbency of the officers of the Company and Seller, respectively, signing the Transaction Documents to which each of the Company and Seller is a party, respectively; (g) the Commercial Seller must deliver each document that SECTION 2.3(A) requires it to deliver; (h) the NICO Reinsurance Agreement must remain in the form attached as EXHIBIT A hereto shall have been executed and delivered by Seller and the Company, and shall be in full force and effect; (i) each of the Company's Licenses listed on SCHEDULE 6.1(I) shall be in full force and effect as of the Closing Date; (j) Purchaser shall have received from internal counsel to Seller, an opinion dated as of the Closing Date covering the matters described in EXHIBIT C hereto substantially the form attached hereto as EXHIBIT C; (k) all Intercompany Agreements (other than the NICO Reinsurance Agreement and the Columbia Reinsurance Agreement) shall have been terminated with no further liability to the Company; and (l) the agreements set forth on SCHEDULE 6.1(L) shall have been terminated with no further liability to the Company.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete proceed with the transactions Closing contemplated by this Agreement hereby is subject to the satisfaction of, or compliance with, on or before prior to the Closing Date, each Effective Date of all of the following conditions (conditions, any one or more of which may be waived by the Purchaserin writing, in whole or in part):, by the Purchaser: (a) the The Sellers shall have complied in all material respects with each of their covenants and agreements contained herein and each of their representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true Effective Date and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must shall then be true and correct in all material respects respects. (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects)b) The Purchaser shall have received a certificate, in each case, dated as of the date Effective Date, of an executive officer of each Seller certifying as to (i) the matters specified in Section 6.1(a) hereof and (ii) the accuracy and completeness of the list attached thereto, which shall be reasonably acceptable to the Purchaser, setting forth -28- all outstanding liabilities of each Company as of the Effective Date that are not reflected in the Audited Statements (as defined below). (c) The Purchaser shall have received from Xxxxxxxx X. Xxxxxxxxx, Esq., Associate General Counsel of Xxxxxxxx Xxxxxxx, counsel to the Sellers, an opinion dated the Effective Date, with such qualifications (including reliance upon the opinions of other counsel) as are reasonably acceptable to the Purchaser, to the effect that: (i) each Seller and each Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the corporate power and authority to own its respective assets and to transact its respective businesses as now being conducted; and each Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the character of the properties and assets now owned or held by it or the nature of business now conducted by it requires it to be so licensed or qualified where the failure so to qualify would affect materially and adversely the business, financial condition or results of operations of such Company; (ii) each Seller has the corporate power to execute and deliver this Agreement and the Seller Related Documents and to consummate the transactions contemplated hereby and thereby; all corporate acts and other proceedings required to be taken by or on the part of each Seller to execute and deliver this Agreement and the Seller Related Documents and to consummate the transactions contemplated hereby and thereby have been taken; and each of this Agreement and as the Seller Related Documents has been duly executed and delivered by each Seller, and constitutes the valid and binding obligation of the Closing each Seller enforceable in accordance with its terms (except as otherwise limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally, and except that such counsel need not express an opinion as to the extent whether any such representation or warranty speaks as of the date of covenant contained in this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such dateSeller Related Document is specifically enforceable); (biii) the authorized capital stock of each Company consists of the class or classes of capital stock listed in Schedule 3.2, and the shares of each class so indicated in Schedule 3.2 as being issued and outstanding are issued and outstanding, fully paid and nonassessable; (iv) each Company is the record and, to such counsel's knowledge, the beneficial owner of all of the covenants issued and agreements outstanding shares of capital stock of each other Company so identified on Schedule 3.2 as being owned by it, free and clear of all Stock Encumbrances, and such shares constitute all the issued and outstanding capital stock of each Company; (v) except for such as have been obtained or made as the case may be, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body is necessary or required of either Seller or any Company in connection with the execution and delivery of this Agreement and the Seller Related Documents or the performance by each Seller of its obligations hereunder and thereunder; (vi) the execution and delivery of this Agreement and the Seller Related Documents by each Seller and the performance by each Seller of its obligations hereunder and thereunder will not violate any provision of any existing law or regulation applicable to either Seller or any Company, or of any order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority applicable to either Seller or any Company, the charter or bylaws of, or any securities issued by, either Seller or any Company, or any mortgage, indenture, lease, contract or other agreement, instrument or undertaking, known to such counsel after due inquiry, to which each Seller or any Company is required a party or by which either Seller or any Company or any of its assets is bound, and will not result in, or require, the creation or imposition of any Encumbrances on any of the Companies' properties, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking; (vii) none of the Companies is in default under any material order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority binding upon or affecting any of them or by which any of their assets may be bound or affected, and no such order, judgment, award or decree materially adversely affects the ability of any Company to carry on its businesses as now conducted or the ability of the Sellers to perform or comply with their obligations under this Agreement on and the Seller Related Documents; and (viii) to the best knowledge of such counsel, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened against either Seller or any Company (x) with respect to this Agreement or the Closing Date must Seller Related Documents or the transactions contemplated hereby and thereby or (y) that, if adversely determined, would have been duly performed and complied with in all a material respects; (c) all applicable waiting periods (and adverse effect on the business or financial condition of either Seller or any extensions thereof) under the HSR Act must have expired or otherwise terminated;Company. (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award All filings with and consents of any Governmental Authority that would prohibit governmental authority or make illegal agency required for the consummation of the transactions contemplated by in this Agreement or cause shall have been made and obtained, all waiting periods with respect to filings made with governmental authorities in contemplation of the consummation of the transactions contemplated by this Agreement to be rescinded following consummation;described herein shall have expired or been terminated. (e) since the date of this Agreement, no Material Adverse Effect The Sellers shall have occurred;delivered resignations, effective as of the Effective Date, of all officers or directors of each of the Designated Companies, Xxxxxx and Black Construction. (f) the Company must have notified the Nasdaq Global Select Market The Sellers shall have, as of the issuance Effective Date, caused each Company to cancel the authority of each person who is listed in Schedule 3.21 hereto to draw checks on or withdraw funds from any of the Shares; andbank accounts maintained by any Company, except for any person designated by the Purchaser in writing prior to the Closing, and shall provide to the Purchaser evidence of said cancellation. (g) No material adverse change in the Commercial Agreement must remain in full force business, operations, affairs, properties, assets or condition (financial or otherwise) of any Company shall have occurred, and no Company shall have suffered any material loss of or damage to any of its properties or assets, whether or not covered by insurance, since the Balance Sheet Date, which change, loss or damage materially and adversely affects the business or financial condition of such Company, and the Purchaser shall have received a certificate signed by the Sellers dated the Effective Date to such effect. (h) All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been approved by counsel to the Purchaser and such counsel shall have been furnished with all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated herein. (i) No suit, action or other proceeding brought by any third party shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions in connection herewith. (j) The Sellers shall have secured, from their workmen's compensation, general liability and casualty insurance carriers that have issued insurance contracts containing endorsements that require any of the insured Companies to reimburse the carriers for losses paid within a deductible level in excess of $10,000 ("Loss Deductibles"), agreements to eliminate the necessity for the Purchaser or any Company to reimburse such carriers for Loss Deductibles related to events arising on or before the Effective Date. (k) The Purchaser shall have received from the Sellers the release from F&D contemplated by subsection (b) of Section 1.3 hereof, in form and substance reasonably acceptable to the Purchaser. (l) Xxxxxxxx Xxxxxxx and the Purchaser shall have entered into a mutually satisfactory agreement pursuant to which (i) Xxxxxxxx Xxxxxxx shall release and agree to indemnify and hold harmless each Company from any obligation to make payments in respect of any retroactive adjustment provision of any insurance policy that relates to events occurring on or before the Effective Date and (ii) each Company (x) shall waive any right to receive reimbursement in respect of any retroactive adjustment provision of any insurance policy that relates to events occurring on or before the Effective Date and (y) shall authorize Xxxxxxxx Xxxxxxx to retain all such reimbursement amounts to which such Company would otherwise be entitled for Xxxxxxxx Xxxxxxx'x own account. (m) The Purchaser shall have received an audited consolidated statement of certain net assets to be sold and supplemental consolidating information of the Companies as at April 30, 1995, that fairly present the consolidated and consolidating financial position of the Companies on a basis of accounting mutually agreeable to the Purchaser and the Sellers and that are accompanied by the report of Deloitte & Touche LLP, independent auditors for the Sellers ("Audited Statements"). The Audited Statements shall reflect no adverse change in the financial condition of the Companies from that reflected in the Balance Sheet, except as disclosed in Schedule 3.8. (n) The Sellers shall have provided the Purchaser with a FIRPTA certificate certifying that neither Seller is a "foreign person" within the meaning of Treasury Regulation 1.1445-2(b). (o) The Sellers and the Purchaser shall have entered into a mutually satisfactory non-competition agreement pursuant to which the Sellers and their affiliates shall agree for a period of three years after the Effective Date not to engage in any aspect of the residential, commercial or heavy construction business in the State of Hawaii (other than pursuant to (i) the construction contracts that represent Retained Assets and (ii) construction contracts in the mechanical and environmental markets) and in Guam, Palau, Yap, Saipan, Pohnei, Kosrae, Chuuk and the other islands that comprise the Northern Mariana Islands, the Federated States of Micronesia or Palau. (p) Xxxxxx shall have purchased annuities for each of the vested participants in the X.X. Xxxxxx Construction Co., Inc. Pension Plan in a manner that will permit the termination of such plan in due course without the incurrence of any additional liability by Xxxxxx, any other Company or the Purchaser with respect to the vested participants in such plan. (q) The Purchaser shall have given its written acknowledgement that the schedules listed in Schedule 6.1(q) to be delivered by the Sellers to the Purchaser after the execution of this Agreement and prior to the Effective Date (i) have been received by the Purchaser and (ii) are in form and substance acceptable to the Purchaser in its sole discretion. (r) The Purchaser shall have received from Sellers an Environmental Remediation and Indemnification Agreement in the form of Schedule 6.1(r). (s) The Purchaser and Xxxxxxxx Xxxxxxx shall have entered into a mutually satisfactory agreement pursuant to which Xxxxxxxx Xxxxxxx, on behalf of itself and its affiliates, assigns to the Purchaser all its rights under the Agreement to Vary Shareholders' Agreement and Plan of Restructuring and for the Sale and Purchase of Shares in XxXxxxxxx Xxxxxx Investments Inc. dated 29 April 1992 between XxXxxxxxx Xxxxxx Holdings PTY Limited and Xxxxxxxx Xxxxxxx and XxXxxxxxx Xxxxxx Corporation Limited to seek reimbursement or indemnification for any Damages suffered or incurred by Xxxxxxxx Xxxxxxx or its successors as a result of any breach of any warranty, covenant or undertaking by any other party to such agreement, except to the extent such rights extend to the Designated Companies and relate to Retained Assets or Retained Liabilities.

Conditions to the Obligation of the Purchaser. The obligation obligations of the Purchaser to complete consummate the transactions contemplated to be consummated at the Closing, and to purchase and pay for the Notes being purchased by it at the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction of, or compliance with, on or before the Closing Date, each waiver of the following conditions (any of which may be waived by the Purchaser, in whole or in part):precedent: (a) the The representations and warranties of the Company contained in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must 3.1, Section 3.4, Section 3.5, Section 3.6(i), Section 3.12 and Section 3.13 herein shall be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement on and as of the Closing (except to Date with the extent any such representation or warranty speaks same force and effect as though made on and as of the date Closing Date (it being understood and agreed by the Purchaser that for purposes of this Agreement Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects or any other (ii) which is made as of a specific date, in which case such representation or and warranty must have been so need be true and correct only as of such specific date);. (b) all The purchase of and payment for the covenants and agreements Notes by the Company is required to perform Purchaser shall not be prohibited or comply with under this Agreement on enjoined by any law or before the Closing Date must have been duly performed and complied with in all material respects;governmental or court order or regulation. (c) all applicable waiting periods (The Company and any extensions thereof) under the HSR Act must Trustee shall have expired or otherwise terminated;executed and delivered the Indenture to the Purchaser and the Company shall have executed and delivered the Notes to the Purchaser. (d) there must not be The Company shall have executed and delivered the Registration Rights Agreement in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal substantially the consummation of form attached hereto as Exhibit B (the transactions contemplated by this Agreement or cause “Registration Rights Agreement”) to the transactions contemplated by this Agreement to be rescinded following consummation;Purchaser. (e) since the date of this Agreement, no Material Adverse Effect The Purchaser shall have occurred;received from Xxxxxx & Xxxxxxx LLP, United States counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchaser concerning the matters set forth on Exhibit C-1. (f) The Purchaser shall have received from WongPartnership LLP, Singapore special counsel to the Company must have notified Company, an opinion in form and substance reasonably satisfactory to the Nasdaq Global Select Market of Purchaser concerning the issuance of the Shares; andmatters set forth on Exhibit C-2. (g) The Merger shall have been consummated or shall be consummated substantially simultaneously with the Commercial Closing, in all material respects in accordance with the Merger Agreement must remain without any amendment, supplement, waiver or other modification that, individually or in full force the aggregate, are not materially adverse to the Purchaser in its capacity as such (it being understood that any modification, amendment, consent or waiver to the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement) shall be deemed to be materially adverse to the interests of the Purchaser) unless such amendment, supplement, waiver or other modification is consented to in writing by the Purchaser (such consent not be unreasonably withheld, delayed or conditioned). (h) The Company shall have received, or substantially simultaneously with the Closing shall receive, the proceeds of the Debt Financing (or any replacement debt financing permissible pursuant to the terms of the Merger Agreement) (other than the proceeds of this Agreement) in an amount sufficient (together with the proceeds from the Closing) to consummate the Merger and effectthe Refinancing (as defined in the Debt Commitment Letters).

Conditions to the Obligation of the Purchaser. The obligation obligations of the Purchaser to complete consummate the transactions contemplated by to be consummated at the Closing, and to purchase and pay for the Securities at the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction of, or compliance with, on or before the Closing Date, each waiver of the following conditions (any of which may be waived by the Purchaser, in whole or in part):precedent: (a) the The representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must contained herein shall be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement on and as of the Closing (except to Date with the extent any such representation or warranty speaks same force and effect as though made on and as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct Closing Date except as of such date);would not reasonably be expected to constitute a Material Adverse Effect. (b) all of the covenants and agreements the The Company is required to perform or comply with under this Agreement on or before the Closing Date must shall have been duly performed and complied with in all material respects;respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (c) all applicable waiting periods The Purchaser shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.1(a) and (and any extensions thereofb) under the HSR Act must have expired or otherwise terminated;been fulfilled. (d) there must The purchase of and payment for the Securities by the Purchaser shall not be in effect prohibited or enjoined by any federal, state, local, municipal, foreign, international, multinational law or other law, statute, rule, governmental or court order or regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation;. (e) since the date of this Agreement, no Material Adverse Effect The Company shall have occurred;executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) to the Purchaser. (f) The Purchaser shall have received from counsel to the Company must have notified Company, an opinion substantially in the Nasdaq Global Select Market of the issuance of the Shares; andform attached as Exhibit B hereto. (g) The Company shall have executed and delivered the Commercial amendment to the Rights Plan, in the form attached hereto as Exhibit C (the “Rights Plan Amendment”), to the Purchaser. (h) The Company shall have executed and delivered the Disclosure Letter in the form attached hereto as Exhibit D (the “Disclosure Letter”). (i) The Board of Directors shall have adopted a resolution for purposes of Section 203 of the General Corporation Law of the State of Delaware that expressly approves (i) the purchase of the Securities pursuant to this Agreement must remain and (ii) increases in full force the Purchaser’s Beneficial Ownership to include additional shares of Common Stock so long as the Purchaser does not Beneficially Own more than 5% of the Company’s then outstanding Common Stock (excluding the Securities). (j) The Company shall have filed an additional share application with The NASDAQ Stock Market and effect.received preliminary approval, subject only to review by The NASDAQ Stock Market of the final Transaction Agreements. Table of Contents

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser Parent and the Purchaser to complete consummate the transactions contemplated by this Agreement is Closing shall be subject to the satisfaction of, or compliance withfulfillment, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):additional conditions: (a) the Seller Parent and the Seller shall have duly performed and complied in all material respects with all obligations and agreements required to be performed and complied with by it under this Agreement on or before the Closing Date, other than the obligations and agreements required to be performed and complied with pursuant to Section 5.10, which shall have been performed and complied with in all respects; (b) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects Seller Parent and the representations and warranties of the Company Seller contained in Section 3 that are not so qualified must this Agreement shall be true and correct in all material respects (provided on and as of the Closing Date as if made at and as of such date, except that the any representations and warranties that are qualified by standards of the Company in Section 3.6 must materiality shall be true and correct in all but de minimis respects), in each case, as of the date of this Agreement respects on and as of the Closing (except to the extent any such representation or warranty speaks Date as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true if made at and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) all applicable waiting periods (the Purchaser shall have received a certificate signed by an officer of the Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.01(b), Section 7.03(a) and any extensions thereofSection 7.03(b) under the HSR Act must have expired or otherwise terminatedbeen satisfied; (d) there must not be in effect any federalall third party consents, statewaivers and approvals, localif any, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummationdisclosed on SCHEDULE 7.03(D) shall have been received; (e) since the date of this Agreement, no Material Adverse Effect Seller shall have occurreddelivered to the Parent (a) copies of the Company's Certificate of Incorporation and the Certificate of Incorporation or Certificate of Formation, as applicable, of each Subsidiary as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that the Company and each of the Subsidiaries is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company and such Subsidiaries on file, (c) a certificate from the Secretary of State or other appropriate official in each State in which the Company or any Subsidiary is qualified to do business to the effect that the Company or such Subsidiary is in good standing in such State, (d) a certificate as to the tax status of the Company and each Subsidiary from the appropriate official in its jurisdiction of incorporation and each State in which the Company or such Subsidiary is qualified to do business and (e) a copy of the By-Laws of the Company and each Subsidiary, certified by the Secretary of the Company and each Subsidiary as being true and correct and in effect on the Closing Date; (f) each of the individuals set forth on SCHEDULE 7.03(F) shall have executed employment agreements with the Company must have notified in form and substance reasonably acceptable to the Nasdaq Global Select Market of the issuance of the Shares; andPurchaser; (g) the Commercial Agreement must remain Purchaser shall have received all of the proceeds of the financings described in full force the commitment letter referred to in Section 4.05; (h) the Purchaser shall have received a non-foreign person affidavit from the Seller dated the Closing Date as required by Section 1445 of the Code; (i) the Purchaser shall have received true and effectcomplete copies from the Seller Parent of audited consolidated financial statements of the Company and the Subsidiaries for the twelve-month period ending June 30, 2003, the twelve-month period ending June 30, 2004 and the twelve-month period ending June 30, 2005, in form and substance reasonably satisfactory to the Purchaser, audited by a nationally recognized independent accounting firm (at the sole expense of the Seller), without any "going concern" or similar qualification and compliant with Regulation S-X promulgated under the Securities Act, and there shall have been no material change in the consolidated financial position of the Company and the Subsidiaries as of their respective date, the consolidated results of operations of the Company and the Subsidiaries for the periods covered thereby or the changes in their financial position for their respective periods reflected in such audited financial statements from the consolidated financial position of the Company and the Subsidiaries as of such dates, the consolidated results of operations of the Company and the Subsidiaries for such periods or the changes in their financial position for such periods reflected in the Financial Statements; and (j) the Purchaser shall have received evidence reasonably satisfactory to it that any guarantees provided by BISYS Information Solutions L.P. and BISYS Document Solutions LLC pursuant to that certain Credit Agreement, dated as of March 31, 2004, among the Seller Parent, the lenders party thereto, Fleet National Bank, JPMorgan Chase Bank, Suntrust Bank and Wachovia Bank, National Association and The Bank of New York have been terminated.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser Parent and the Purchaser to complete consummate the transactions contemplated by this Agreement is Closing shall be subject to the satisfaction of, or compliance withfulfillment, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):additional conditions: (a) the Seller Parent and the Seller shall have duly performed and complied in all material respects with all obligations and agreements required to be performed and complied with by it under this Agreement on or before the Closing Date, other than the obligations and agreements required to be performed and complied with pursuant to Section 5.10, which shall have been performed and complied with in all respects; (b) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects Seller Parent and the representations and warranties of the Company Seller contained in Section 3 that are not so qualified must this Agreement shall be true and correct in all material respects (provided on and as of the Closing Date as if made at and as of such date, except that the any representations and warranties that are qualified by standards of the Company in Section 3.6 must materiality shall be true and correct in all but de minimis respects), in each case, as of the date of this Agreement respects on and as of the Closing (except to the extent any such representation or warranty speaks Date as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true if made at and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) all applicable waiting periods (the Purchaser shall have received a certificate signed by an officer of the Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.01(b), Section 7.03(a) and any extensions thereofSection 7.03(b) under the HSR Act must have expired or otherwise terminatedbeen satisfied; (d) there must not be in effect any federalall third party consents, statewaivers and approvals, localif any, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummationdisclosed on Schedule 7.03(d) shall have been received; (e) since the date of this Agreement, no Material Adverse Effect Seller shall have occurreddelivered to the Parent (a) copies of the Company’s Certificate of Incorporation and the Certificate of Incorporation or Certificate of Formation, as applicable, of each Subsidiary as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that the Company and each of the Subsidiaries is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company and such Subsidiaries on file, (c) a certificate from the Secretary of State or other appropriate official in each State in which the Company or any Subsidiary is qualified to do business to the effect that the Company or such Subsidiary is in good standing in such State, (d) a certificate as to the tax status of the Company and each Subsidiary from the appropriate official in its jurisdiction of incorporation and each State in which the Company or such Subsidiary is qualified to do business and (e) a copy of the By-Laws of the Company and each Subsidiary, certified by the Secretary of the Company and each Subsidiary as being true and correct and in effect on the Closing Date; (f) each of the individuals set forth on Schedule 7.03(f) shall have executed employment agreements with the Company must have notified in form and substance reasonably acceptable to the Nasdaq Global Select Market of the issuance of the Shares; andPurchaser; (g) the Commercial Agreement must remain Purchaser shall have received all of the proceeds of the financings described in full force the commitment letter referred to in Section 4.05; (h) the Purchaser shall have received a non-foreign person affidavit from the Seller dated the Closing Date as required by Section 1445 of the Code; (i) the Purchaser shall have received true and effectcomplete copies from the Seller Parent of audited consolidated financial statements of the Company and the Subsidiaries for the twelve-month period ending June 30, 2003, the twelve-month period ending June 30, 2004 and the twelve-month period ending June 30, 2005, in form and substance reasonably satisfactory to the Purchaser, audited by a nationally recognized independent accounting firm (at the sole expense of the Seller), without any “going concern” or similar qualification and compliant with Regulation S-X promulgated under the Securities Act, and there shall have been no material change in the consolidated financial position of the Company and the Subsidiaries as of their respective date, the consolidated results of operations of the Company and the Subsidiaries for the periods covered thereby or the changes in their financial position for their respective periods reflected in such audited financial statements from the consolidated financial position of the Company and the Subsidiaries as of such dates, the consolidated results of operations of the Company and the Subsidiaries for such periods or the changes in their financial position for such periods reflected in the Financial Statements; and (j) the Purchaser shall have received evidence reasonably satisfactory to it that any guarantees provided by BISYS Information Solutions L.P. and BISYS Document Solutions LLC pursuant to that certain Credit Agreement, dated as of March 31, 2004, among the Seller Parent, the lenders party thereto, Fleet National Bank, JPMorgan Chase Bank, Suntrust Bank and Wachovia Bank, National Association and The Bank of New York have been terminated.