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

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing Merger are subject to the satisfaction of the following further conditions: (i) Sellers The Company shall have performed in all material respects all of their its obligations hereunder required to be performed by them it at or prior to the ClosingMerger Date, (ii) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case and correct at and as of the Closing Date Merger Date, as if made at and as of the Closing Merger Date (except to the extent that expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company (or to the extent expressly set forth in any specific representation or warranty expressly speaks as of a specified date or period of time)warranty, Chrysalis DNX) and (iii) Buyer shall have received a certificate signed by a duly authorized an executive officer of Metaldyne the Company to the foregoing effect; and. (b) all actions There shall not have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to a breach of any obligation by any stockholder which has entered into a Support/Voting Agreement other than any breach which (i) does not result in the Purchased Assets such that the Closing failure of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures Company to obtain the Required Stockholder Vote in favor of adoption of this Agreement and (ii) does not result in the exercise of appraisal rights by any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;stockholder. (c) Buyer In the event of a Listing Failure, holders of no more than 10% in the aggregate of outstanding shares of Company Stock shall have obtained debt or equity financing on terms and conditions reasonably satisfactory be eligible to it sufficient to pay the Purchase Price and related fees and expenses; andexercise their appraisal rights. (d) Buyer The Liens on (i) 7,989 shares of Chrysalis International in favor of Institut Merieux and (ii) 11,995 shares of Chrysalis International in favor of International Laboratories Holdings shall have received been released. (e) All consents and approvals of third parties (including, but not limited to PIDA) to the Buyer Fairness Opinion in form transactions contemplated by this Agreement shall have been obtained, and substance reasonably satisfactory all notices with respect to Buyer the transactions contemplated by this Agreement and such opinion required to be delivered prior to the Merger Date shall have been delivered. (f) The Barbut Agreement shall be in full force and effect as of the Closing Dateand shall not have been revoked by Xx.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement at the Closing are shall be subject to the satisfaction fulfillment (or waiver by Buyer) on or prior to the Closing Date of the following further conditions: (ia) Sellers shall have performed in all material respects all of their obligations hereunder agreements and covenants required by this Agreement to be complied with or performed by them Seller at or prior to the Closing, Closing shall have been complied with or performed in all material respects; (iib) all of the representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto (i) that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller as to material adverse effect shall be true in all material respects, in each case at and correct as of the Closing Date as if made at and as of the Closing Date such time (except to the extent a different time expressly is stated therein, in which case they shall be true and correct at such time) and (ii) that a representation or warranty expressly speaks are not so qualified shall be true and correct in all material respects as of the Closing as if made at and as of such time (except to the extent a specified date or period of different time expressly is stated therein, in which case they shall be so true and correct at such time), and (iii) Buyer shall in each case, except for matters that would not reasonably be expected to have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to negative financial impact on the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss Project in excess of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or Two Million Dollars ($2,000,000) in the aggregate, a Material Adverse Effect; (c) Buyer all filing and waiting period requirements under and the Federal Power Act and HSR Act, if any, shall have obtained debt been satisfied; (d) all of the consents and approvals listed on Schedule 6.01(d) (the “Specified Consents”) shall have been obtained, including a final, non-appealable order from FERC transferring and/or amending the FERC License; (e) there shall not be any effective preliminary or equity financing on terms permanent injunction or other order issued by any Governmental Entity which enjoins the consummation of any of the transactions contemplated by this Agreement; (f) Seller shall have delivered to Buyer a title insurance commitment insuring the Real Property to be Conveyed and conditions reasonably satisfactory reflecting only those Real Property Permitted Encumbrances as determined in accordance with Section 5.06, for which the sole condition to it sufficient the issuance of a title insurance policy is the payment of the title insurance premium, to pay the Purchase Price and related fees and expensesbe paid by Buyer; and (dg) Buyer shall have received the Buyer Fairness Opinion an affidavit in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect attached as Exhibit K executed on behalf of the Closing DateSeller.

Conditions to the Obligations of Buyer. The All obligations of Buyer to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Buyer) prior thereto of each of the following further conditionsconditions but any particular condition that requires action by any Buyer shall not constitute a condition to the obligations of Buyer: (i) Sellers shall have performed in all material respects all Each of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers the Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respectsand correct on the date hereof, in each case at with the same force and as of the Closing Date effect as if made at on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks such representations and warranties speak as of a specified date an earlier date), and shall also be true and correct on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), in all material respects without taking into account any qualifiers of materiality, Material Adverse Effect or period knowledge or words of time)similar import, (ii) all of the terms, covenants, agreements and conditions of this Agreement to be complied with, performed or satisfied by Seller on or before the Closing Date shall have been duly complied with, performed or satisfied in all material respects, and (iii) since the date of this Agreement, there has been no Material Adverse Effect regarding the Seller, and Buyer shall have received a certificate dated as of the Closing Date and signed by a duly authorized officer of Metaldyne Seller to the foregoing effect; andeffects (the “Seller Closing Certificate”). (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received from the Seller the agreements, instruments and documents to be delivered by Seller to Buyer Fairness Opinion at or prior to the Closing as provided in Section 3.02 of this Agreement. (c) No claim, Action, arbitration, investigation or other proceeding shall be pending or shall have been brought or threatened which (i) if decided adversely to Seller, would reasonably be expected to have a Material Adverse Effect or (ii) seeks to restrain, enjoin or otherwise prohibit the validity or legality of the transactions contemplated by this Agreement. No Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority that has the effect of making the purchase and sale of the Acquired Assets illegal or otherwise prohibiting the consummation of such purchase and sale. (d) All consents, approvals and actions of, filings with and notices to any Governmental Authority necessary to permit Buyer and each of Seller and TVM to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall be in substance reasonably satisfactory to Buyer, (iii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived, and (iv) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the consummation of the transactions contemplated hereby, shall have occurred. (e) The Buyer Shareholder Approval shall (i) no later than July 15, 2015 have been obtained in accordance with applicable Law (including Swedish Law) and the Organizational Documents of Buyer, (ii) be in full force and effect and (iii) not have been revoked, rescinded or amended. (f) Buyer shall have received copies of the notices, filings, consents or approvals set forth on Schedule 8.01(f) (the “Closing Consents”) which shall be evidenced by documentation in form and substance reasonably satisfactory to Buyer. (g) TVM shall have undertaken the Investment. (h) The Seller shall have delivered to Buyer and such opinion shall be in full force and effect as evidence of the Closing Daterelease of all Encumbrances, other than Permitted Encumbrances, with respect to the Acquired Assets, if applicable. (i) The Buyer shall have received a Valid Tax Certificate. (j) The Buyer shall have received a Valid VAT Ruling. (k) The Buyer has received the OCS Approval, and the OCS IP Transfer Approval Amount is no more than $3,000,000.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the Closing are purchase of the Units shall also be subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at on or prior to the ClosingClosing Date of the following conditions, any of which may be waived, in writing, exclusively by Buyer: (iia) the (i) The representations and warranties of Sellers contained Seller set forth in this Agreement (other than as set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.9(c) and 2.21) shall be true and correct in all respects (without giving effect to any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at qualifiers set forth therein) on and as of the Closing Date as if made at on and as of such date (except for those representations and warranties that relate to a particular date, which representations and warranties shall be true and correct in all respects as of such date) except, in either case, where the failure of such representations to be so true and correct has not had and would not reasonably be expected to have a Material Adverse Effect and (ii) each of the representations and warranties of Seller set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.9(c) and 2.21 of this Agreement shall be true and correct in all respects on and as of the Closing Date as if made on and as of such time (except for those representations and warranties that relate to the extent that a representation or warranty expressly speaks particular date, which representations and warranties shall be true and correct in all respects as of a specified date or period of timesuch date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Seller shall have been takenperformed and complied in all material respects the agreements, covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) No Material Adverse Effect has occurred or is continuing. (d) Seller shall have paid, or consents obtainedcaused the payment of, with respect all Related Party Loan Receivables and all Related Party Loan Payables and each of the Company’s and Seller’s Chief Financial Officer or equivalent officer shall have delivered an affidavit confirming the payoff and/or cancellation of such obligations as of the Closing. (e) Seller shall have signed and delivered, and caused the Company to permitssign and deliver, licensesto Buyer a mutual release agreement, authorizations in a form reasonably acceptable to Buyer and contracts relating Seller (the “Mutual Release”), whereby Seller releases claims against the Company and the Buyer Parties and their Affiliates, that arise from or relate to obligations, liabilities or causes of action that first arose prior to the Purchased Assets Closing, and the Company and Buyer Parties release claims against Seller and its Affiliates, including Cambria Company, LLC, that arise from or relate to obligations, liabilities or causes of action that first arose prior to the Closing, in each case, except for such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby obligations arising from or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;Transaction Documents. (cf) Buyer The Company shall have obtained debt or equity financing each third party consent and/or approval set forth on terms and conditions reasonably satisfactory to it sufficient to pay Section 5.2(f) of the Purchase Price and related fees and expenses; andSeller Disclosure Schedule. (dg) Buyer Seller shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory delivered to Buyer and such opinion shall be in full force and effect as all of the Closing DateSeller deliveries required pursuant to Section 1.5 hereof.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (a) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or shall have been terminated or any applicable approval shall have been obtained; (i) Sellers The Fundamental Representations and Warranties shall have performed be true in all material respects all as of their obligations hereunder required to be performed by them at or prior to the Closing, date of this Agreement and as of the Closing and (ii) the representations and warranties of Sellers Seller contained in this Agreement (other than the Fundamental Representations and in Warranties) (considered without regard to any certificate qualification by, or other writing delivered by Sellers pursuant hereto that are qualified by materiality reference to, materiality, material respects or Material Adverse Effect shall be true, and all other such representations and warranties of Seller set forth therein) shall be true in all material respects, in each case at respects as of the date of this Agreement and as of the Closing Date as if made at (other than such representations and as of the Closing Date (except to the extent warranties that a representation or warranty expressly speaks address matters only as of a specified date or period certain date, which need only be true as of timesuch certain date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that be true as would not reasonably be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Antero Midstream; (c) Buyer Seller shall have obtained debt performed or equity financing on terms complied in all material respects with all of the covenants and conditions reasonably satisfactory agreements required by this Agreement to be performed or complied with by it sufficient to pay at or before the Purchase Price and related fees and expenses; andClosing; (d) There shall have not occurred since the date of this Agreement any event or circumstance that would reasonably be likely to result in a Material Adverse Effect on Antero Midstream; (e) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, certifying that the conditions specified in Section 9.1(b), (c) and (d) have been fulfilled; (f) Seller shall have delivered to Buyer such documents as shall have been required by Buyer, including full and unconditional releases, evidencing that all intercompany debt owed by Antero Midstream has been paid; (g) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the transactions contemplated hereby or to recover damages in connection therewith; (h) Buyer shall have received a true and complete copy, certified by the secretary of Seller, of resolutions duly and validly adopted by the board of directors of Seller, evidencing its authorization of the execution and delivery of this Agreement and the consummation of transactions contemplated hereby; (i) Seller shall have delivered to Buyer Fairness Opinion all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 2.3(b); (j) Buyer shall have received all Seller Approvals and Antero Midstream Approvals, in form and substance satisfactory to Buyer; (k) Buyer shall have received a fully executed copy of each of the Proposed Centrahoma Agreements and the ARC Agreements; (l) Antero Resources Corporation shall have delivered to Buyer a duly executed copy of the Transition Services Agreement; (m) The closing of the Centrahoma Purchase Agreement shall have occurred; (n) There shall have not occurred since the date of this Agreement any event that has caused ONEOK to cease purchasing all plant products from the Coalgate and Atoka plants of Centrahoma JV as a result of any shutdown, interruption or declaration of force majeure by ONEOK, which cessation of purchasing of all such production is reasonably likely to continue for a period of not less than 60 consecutive days; (o) There shall have not occurred events or circumstances that would result in or give rise to claims by Buyer Indemnified Parties for indemnification under Article X of this Agreement (assuming the Closing actually had occurred) and under Article X of the Centrahoma Purchase Agreement (assuming the Closing thereunder actually had occurred) and that would be reasonably likely to result in aggregate Losses incurred by such Buyer Indemnified Parties in excess of $26,800,000 (which individual claims for which Buyer believes it would be entitled to indemnification if the Closing had occurred and the resulting reasonable good faith estimate of Losses shall be identified and described in writing delivered by Buyer to Seller prior to the Closing); and (p) Buyer’s comments to the Draft 382 Study shall have been addressed in a manner reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateBuyer.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction or waiver by Buyer of each of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such 1. All representations and warranties of Seller shall be contained in this Agreement are true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except for changes specifically permitted or contemplated by this Agreement. 2. Seller has performed and complied in all material respects with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that a representation Closing. 3. Seller has executed (or warranty expressly speaks caused to be executed) and delivered to Buyer each of the following items: (a) an opinion letter from Seller's legal counsel dated the Closing Date substantially in the form attached hereto as of a specified date or period of timeExhibit G (the final opinion letter must be approved by Buyer at least two (2) days prior to Closing), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations certificates of status for Seller from the California and contracts relating to the Purchased Assets such that the Closing Nevada Secretaries of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; State; and (c) motor vehicle title certificates and such other transfer instruments as Buyer shall may reasonably deem necessary or advisable to transfer the Assets to Buyer and to perfect Buyer's rights in the Assets. 4. Seller has delivered to Buyer: (a) evidence, in form and substance satisfactory to Buyer, that all of the Required Consents have been obtained debt or equity financing given on terms and conditions reasonably satisfactory acceptable to it sufficient Buyer and are in full force and effect, including, without limitation, approval of the transfer to pay Buyer of the Purchase Price Member Agreement on terms and related fees conditions acceptable to Buyer in its sole discretion; (b) to the extent obtained by Seller, the estoppel certificates or similar documents described in Section V.C.2; and expenses; and (dc) Buyer shall have received the Buyer Fairness Opinion evidence, in form and substance reasonably satisfactory to Buyer, from the NRTC that all invoices due have been paid and that Seller is not in default with the NRTC. 5. No action, proceeding or investigation has been instituted or threatened prior to Closing by or before any court or administrative agency which would, if determined adversely to Buyer's interest, materially impair the ability of Buyer and such opinion to realize the benefits of the transactions contemplated by this Agreement. Nothing in this Section shall be construed so as to give Buyer any unfair option to delay or avoid closing on this transaction. There must be a reasonable basis supported by fact to invoke the protection of this provision. 6. Seller has delivered to Buyer: (a) a certificate, dated the Closing Date, signed by Seller's chief executive officer, stating that to the best of her knowledge in her corporate capacity the conditions set forth in Sections VI.B.1 and VI.B.2 are satisfied; (b) a copy of the resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement by Seller, and a certificate of Seller, dated as of the Closing, that such resolutions were duly adopted and are in full force and effect as of the date of Closing; and (c) such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement. 7. Seller has not less than 10,000 active and current subscribers (not more than 60 days past due) to Programming Services pursuant to the NRTC Performance Indicator Report from the last complete NRTC billing cycle preceding the Closing Date, and Seller has delivered to Buyer a certificate in confirmation thereof, signed for Seller by the president or the chief financial officer of Seller.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated hereby are subject to the satisfaction (or waiver by Xxxxx) as of the Closing of the following further conditions: (ia) Sellers shall have performed in all material respects all All of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained the Seller set forth in this Agreement and in any certificate or other writing delivered by Sellers or on behalf of the Seller pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and correct on and as of the Closing Date as if made at and as of on the Closing Date Date, (except to the extent other than those representations and warranties that a representation or warranty expressly speaks address matters only as of a specified date or period of time)particular date, which representations and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions warranties shall have been takenaccurate as of such date), or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of except for any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument failures to be transferred true and correct that (without giving effect to Buyer hereby any qualifications or relating limitations as to the Acquired Business except for such failures to obtain any such consent materiality or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to haveMaterial Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect on, or with respect to, the Seller. (b) Seller has performed or complied in all material respects, with all obligations and covenants hereunder required to be performed or complied with by it or prior to the Closing Date; (c) No applicable law or order enacted, entered, promulgated, enforced, or issued by any governmental entity, or other legal restraint or prohibition shall be pending, threatened, or in effect, which would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Buyer to own the Assets or to operate the Business as relates to the Purchased Assets; (d) The Seller shall not be subject to any injunction, preliminary restraining order, or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement. Since the date of this Agreement, there shall not have obtained debt been commenced or equity financing threatened against the Seller any proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement; or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on terms and conditions reasonably satisfactory to it sufficient to pay or otherwise interfering with any of the Purchase Price and related fees and expensestransactions contemplated by this Agreement; and (de) Buyer Seller shall have received the provided Buyer Fairness Opinion in form and substance reasonably satisfactory with administrator level access to Buyer and such opinion shall be in full force and effect as each of the Closing Date.software/application items listed on Section 1.01(c) on the Disclosure Schedules;

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (a) The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or shall have been terminated or any applicable approval shall have been obtained; (i) Sellers The Fundamental Representations and Warranties shall have performed be true in all material respects all as of their obligations hereunder required to be performed by them at or prior to the Closing, date of this Agreement and as of the Closing and (ii) the representations and warranties of Sellers Parent contained in this Agreement (other than the Fundamental Representations and in Warranties) (considered without regard to any certificate qualification by, or other writing delivered by Sellers pursuant hereto that are qualified by materiality reference to, materiality, material respects or Material Adverse Effect shall be true, and all other such representations and warranties of Seller set forth therein) shall be true in all material respects, in each case at respects as of the date of this Agreement and as of the Closing Date as if made at (other than such representations and as of the Closing Date (except to the extent warranties that a representation or warranty expressly speaks address matters only as of a specified date or period certain date, which need only be true as of timesuch certain date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that be true as would not reasonably be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Centrahoma JV; (c) Buyer The Seller Parties shall have obtained debt performed or equity financing on terms complied in all material respects with all of the covenants and conditions reasonably satisfactory agreements required by this Agreement to it sufficient to pay be performed or complied with by them at or before the Purchase Price and related fees and expenses; andClosing; (d) There shall have not occurred since the date of this Agreement any event or circumstance that would reasonably be likely to result in a Material Adverse Effect on Centrahoma JV; (e) Each of the Seller Parties shall have delivered to Buyer a certificate, dated as of the Closing Date, certifying that the conditions specified in Section 9.1(b), (c) and (d) have been fulfilled; (f) Parent shall have delivered to Buyer such documents as shall have been required by Buyer, including full and unconditional releases, evidencing that all intercompany debt owed by Centrahoma JV to any of the Seller Parties or their respective Affiliates has been paid; (g) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the transactions contemplated hereby or to recover damages in connection therewith; (h) Buyer shall have received a true and complete copy, certified by the secretary of each of Seller and Parent, respectively, of resolutions duly and validly adopted by the board of directors of Seller and the managers of Parent, evidencing their respective authorization of the execution and delivery of this Agreement and the consummation of transactions contemplated hereby; (i) Each of the Seller Parties shall have delivered to Buyer Fairness Opinion all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 2.4(b); (j) Buyer shall have received all Seller Approvals and Antero Midstream Approvals, in form and substance reasonably satisfactory to Buyer Buyer; (k) The conditions to closing of the ARMC Purchase Agreement (other than the condition related to the closing of this Agreement) shall have been satisfied or waived by the applicable party thereunder and such opinion Parent shall be ready, willing and able to consummate the transactions contemplated by the ARMC Purchase Agreement promptly following the Closing; (l) There shall have not occurred since the date of this Agreement any event that has caused ONEOK to cease purchasing all plant products from the Coalgate and Atoka plants of Centrahoma JV as a result of any shutdown, interruption or declaration of force majeure by ONEOK, which cessation of purchasing of all such production is reasonably likely to continue for a period of not less than 60 consecutive days; (m) There shall have not occurred events or circumstances that would result in full force or give rise to claims by Buyer Indemnified Parties for indemnification under Article X of this Agreement (assuming the Closing actually had occurred) and effect as under Article X of the ARMC Purchase Agreement (assuming the closing thereunder actually had occurred) and that would be reasonably likely to result in aggregate Losses incurred by such Buyer Indemnified Parties in excess of $26,800,000 (which individual claims for which Buyer believes it would be entitled to indemnification if the Closing Datehad occurred and the resulting reasonable good faith estimate of Losses shall be identified and described in writing delivered by Buyer to Seller prior to the Closing); and (n) Seller and MarkWest shall have agreed in writing that Centrahoma JV shall make an election under Section 754 of the Code with respect to the purchase and sale contemplated by this Agreement.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following further conditions: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers Seller contained in Article III of this Agreement shall be true and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by correct (disregarding all materiality or Material Adverse Effect shall be truequalifications, and all other except in respect of the first sentence of Section 3.4) as of the Closing Date, with the same effect as though such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if had been made at on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true and correct only as of such date and (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date), except to the extent that a representation or warranty expressly speaks as all failures of a specified date or period of time), such representations and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument warranties to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to haveso true and correct, individually or in the aggregate, have not had a Material Adverse Effect;. (b) The covenants of Seller to be performed on or prior to the Closing Date shall have been duly performed in all material respects. (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect been furnished with a certificate executed by an authorized officer of Seller, dated as of the Closing Date, certifying that the conditions contained in Sections 6.1(a) and 6.1(b) have been fulfilled. (d) No order, decree or judgment of any court or tribunal of competent jurisdiction that makes the consummation of the purchase and sale of the Shares or the Air Cargo Assets illegal shall have been issued and be in effect. (e) No legal or administrative proceeding or inquiry initiated by any Governmental Authority challenging the transactions contemplated by this Agreement shall be pending. (f) Seller shall have delivered to Buyer the written consents or waivers referred to in Section 6.1(f) of the Seller Disclosure Letter.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing Contemplated Transactions are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment at or prior to the ClosingClosing of each of the following additional conditions, any or all of which may be waived in writing in whole or part by the Buyer to the extent permitted by applicable Law: (iia) the The representations and warranties of Sellers each of the Company and the each of the Members contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are herein qualified by as to materiality or Company Material Adverse Effect shall be true, true and correct in all other such representations respects and warranties of Seller those not so qualified shall be true and correct in all material respects, in each case respects as of the date hereof and at and as of the Closing Date as if though such representations and warranties were made at and as of the Closing Date such date (except to the extent that a representation or warranty expressly speaks for representations and warranties made as of a specified date or period date, which shall speak only as of timethe specified date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Each of the Company and each Member shall have been takenperformed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or consents obtained, complied with respect by them prior to permits, licenses, authorizations and contracts relating to or at the Purchased Assets such that the Closing time of the Transactions will Closing. (c) Since January 18, 2016, there shall not constitute a default under have been any event, change, effect, occurrence or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to havecircumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and. (d) Buyer The Company and each Member shall have received delivered to the Buyer Fairness Opinion certificates, dated the date of the Closing, signed by an executive officer of the Company and each Member, certifying as to the fulfillment of the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c). (e) All proceedings of the Company and each Member that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance reasonably satisfactory to the Buyer and its counsel, and the Buyer and its counsel shall have received such opinion evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in an officer’s certificate, as is customary in transactions such as this one. (f) All membership interest holders agreements, voting agreements, registration rights agreements and similar agreements between or among the Company and the Members, and all other agreements set forth in Section 2.2 of the Company Disclosure Schedule, shall have been terminated and shall cease to be in full of force or effect. (g) The Company shall have delivered to the Buyer evidence of its repayment of all its indebtedness as of the Closing Date and effect the release or termination of all Encumbrances of record, liens and UCC filings against the Company and its properties as of the Closing Date. (h) The Company shall have delivered to Buyer in writing an accounting of the Company’s aggregate cash balance of $600,000 as of the Closing Date (the “Closing Cash Balance”). (i) Each of the Remaining Principals shall have duly executed and delivered to the Buyer his respective Employment Agreement.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing transactions contemplated hereby are subject to the satisfaction of the following further additional conditions, unless waived by the Buyer in writing: (a) (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers contained Parent, Rodeo, Inc. and Seller set forth in this Agreement and in Agreement, when read without any certificate exception or other writing delivered by Sellers pursuant hereto that are qualified by qualification as to materiality or reference to Material Adverse Effect shall be trueEffect, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and correct as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date (except as to the extent that a any such representation or and warranty expressly which speaks as of a specified date specific date, which shall be true and correct as of such date) except where the failure to be so true and correct would not individually or period in the aggregate reasonably be expected to have a Material Adverse Effect; (ii) Rodeo, Inc. shall own 100% of time), the GP Interest and 100% of the Incentive Distribution Rights; (iii) Buyer Seller shall own all of the issued and outstanding Subordinated Units; (iv) Parent, Rodeo, Inc. and Seller shall have received a certificate signed performed all obligations and complied with all agreements and covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with by a duly authorized officer them under Article VI of Metaldyne this Agreement prior to the foregoing effectClosing; andand (v) Parent, Rodeo, Inc. and Seller shall have performed all other obligations and complied with all other agreements and covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with by them under this Agreement prior to the Closing in each case in all material respects. (b) all actions Parent, Rodeo, Inc. and Seller shall have been taken, obtained all approvals and consents necessary or consents obtained, with respect to permits, licenses, authorizations and contracts relating to required for the Purchased Assets such that the Closing consummation of the Transactions will not constitute a default under or cause or permit the terminationtransactions contemplated by this Agreement, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures those approvals and consents the failure of which to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, have a Material Adverse Effect;. (c) Buyer Since the date of this Agreement there shall not have obtained debt occurred any event, change, effect or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall development that, individually or when considered together with any other event, change, effect or development, has had or would have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Datea Material Adverse Effect.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate proceed with the Closing are is subject to the satisfaction at or prior to the Closing of the following further conditions, any or all of which may be waived by Buyer: (ia) Sellers The representations and warranties of Seller as set forth in Article V below shall have performed be true and accurate in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date), with the same force and effect as if they had been made at the Closing Date, and Buyer shall have received a certificate to such effect executed by Seller. (b) Seller shall have performed and complied in all material respects with all of their obligations hereunder the covenants contained in this Agreement required to be performed by them Seller at or prior to the Closing, . (iic) Seller shall have delivered to Buyer the representations items referenced in Section 3.02(a) above. (d) There shall have been no material adverse changes in the Business or the Purchased Assets and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or no event constituting a Material Adverse Effect Effect. (e) Seller shall provide the resignations of such officers and directors of the Buyer as designated by the Buyer. Seller shall appoint such executive officers and directors as designated by the Buyer. (i) Seller shall have no instruments which are convertible into shares of Common Stock of the Seller (i.e. convertible notes, warrants, etc. all of which will be terminated at Closing) and provide Buyer with evidence that the holders of 174,540,600 shares of common stock of the Seller have been cancelled. (f) All actions to be taken by Seller in connection with the consummation of the transactions contemplated hereby and all documents and instruments required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. (g) Buyer being satisfied with its due diligence review of the Seller,. (h) Seller shall be truedebt free. In furtherance thereof, and all other such representations and warranties outstanding liabilities of Seller shall be true in all material respects, in each case paid by Seller at and as of the Closing Date as if made at and as of the Closing Date (except or prior to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateClosing.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction delivery as of the Closing Date of the following further conditionsby Seller: (ia) Sellers shall have performed in all material respects all A certificate duly executed by an authorized officer of their obligations hereunder required to be performed by them at or prior Parent to the Closingeffect that, to his knowledge: (iii) the representations and warranties of Sellers contained set forth in this Agreement Article VI are true and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true correct in all material respects, in each case at and respects as of the Closing Date as if made at and as (ii) no suit, action or other proceeding is pending before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would reasonably be expected to prevent the consummation of any of the Closing Date (except transactions contemplated hereby or cause any of the transactions contemplated by this Agreement to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andbe rescinded following consummation; (b) Evidence that all actions shall third party consents and approvals set forth on Schedule 6.2 (collectively, the “Third-Party Approvals”) have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing each case on terms and conditions reasonably satisfactory to it sufficient Buyer; (c) An opinion from Lxxxxx & Wxxxxxx LLP, counsel for Seller, with respect to pay the Purchase Price matters set forth in Exhibit A attached hereto, which shall be addressed to Buyer, dated as of the Closing Date and related fees in form and expenses; andsubstance satisfactory to Buyer; (d) Buyer shall have received (i) certified copies of the Buyer Fairness Opinion resolutions of (A) Seller’s board of directors and (B) Seller’s shareholder authorizing the execution, delivery and performance of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (ii) good standing certificates for Seller from the Pennsylvania Secretary of State, dated as of a recent date prior to the Closing Date; and (iii) a Secretary’s certificate of Seller duly executed in the form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect of Exhibit B attached hereto dated as of the Closing Date; (e) Evidence of releases of all Liens related to the assets and properties of Seller, other than Permitted Liens; (f) A bxxx of sale conveying all of the Inventory, Equipment and other tangible personal property included in the Purchased Assets to Buyer, free and clear of all Liens other than Permitted Liens duly executed in the form of Exhibit C attached hereto dated as of the Closing Date; (g) An assignment to Buyer assigning to Buyer all of the Purchased Assets (other than the assets conveyed pursuant to the bxxx of sale, deed, certificate of title or Intellectual Property instruments of assignment), along with the original instruments (if any) representing, evidencing or constituting such Purchased Assets, free and clear of all Liens other than Permitted Liens duly executed in the form of Exhibit D attached hereto dated as of the Closing Date; (h) An assignment and assumption agreement pursuant to which Seller assigns all of the Assumed Liabilities to Seller duly executed in the form of Exhibit E attached hereto dated as of the Closing Date; (i) A general warranty deed (subject only to Permitted Liens), an affidavit of title, a certificate in compliance with the Foreign Investment in Real Property Tax Act (“FIRPTA”) certifying that Seller is not a Person subject to withholding under FIRPTA certifying that Seller is not a Person subject to withholding under FIRPTA, an ALTA statement and all other documents required by the title insurance company issuing the policies with respect to each parcel of Owned Real Property, together with any necessary transfer declarations; (j) Surveys of the Owned Real Property, prepared by a licensed surveyor; (k) Certificates of title or origin (or like documents) with respect to all vehicles included in the Purchased Assets and other Equipment for which a certificate of title or origin is required in order for title thereto to be transferred to Buyer; (l) One or more duly executed instruments of assignment conveying all of the Intellectual Property included in the Purchased Assets, which, to the extent necessary to assign such rights, shall be in recordable form; (m) A transition services agreement duly executed in the form of Exhibit F attached hereto dated as of the Closing Date; and (n) Evidence that Buyer is named as an additional insured, as its interest may appear, on Parent’s product liability insurance policy, effective as of the Closing, for occurrences arising prior to the Closing with respect to products manufactured and sold by Seller prior to the Closing.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate proceed with the Closing are is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by Buyer: (ia) Sellers Seller shall have performed in all material respects all of their its obligations (other than its obligations under the first sentence of Section 6.22(c)) hereunder required to be performed by them it at or prior to the ClosingClosing Date, including, without limitation, its obligation to make the deliveries contemplated by Section 2.04 hereof; (iib) the representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or (without regard to “materiality”, “material adverse effect”, Material Adverse Effect shall be trueor similar qualifiers, without regard to any updates to the Seller’s Disclosure Schedules and all other such representations and warranties without regard to any notice of Seller any breach of any representation or warranty given on or after the Execution Date) shall be true in all material respects, in each case at and as of the Closing Date as if made at and correct as of the Closing Date (except to the extent that a representation or warranty such representations and warranties expressly speaks relate to an earlier date, in which case as of a specified date or period of timesuch earlier date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument except for failures to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses true and correct that would not reasonably be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer Each of the conditions to the counterparties’ obligations in the Debt Commitment Letter shall have obtained debt been satisfied in full (other than conditions relating to (i) funding pursuant to the Equity Commitment Letter or similar undertaking regarding equity funding by Buyer and its Affiliates, (ii) the delivery of documents at the closing by the borrower, the Sponsors (as defined in the Debt Commitment Letter) or their Affiliates pursuant to the financing on terms documents executed in accordance with the Debt Commitment Letter, (iii) costs, fees, expenses and conditions other compensation contemplated by the Debt Commitment Letter or related letters payable by the borrower, the Sponsors (as defined in the Debt Commitment Letter) or their Affiliates to the lead arrangers, other lenders and administrative agents, and (iv) a breach in any material respect by the borrower, the Sponsors (as defined in the Debt Commitment Letter) or their Affiliates under the Debt Commitment Letter or fee letters; provided that the failure to meet a condition under the Debt Commitment Letter would not be covered by this clause (iv) unless there was a corresponding breach that led to the failure of the condition); (d) Seller shall have delivered to Buyer not less than 45 days prior to Closing the Audited Financial Statements, and there shall be no changes in the Audited Financial Statements compared to the corresponding unaudited financial statements described in Section 4.04 that could reasonably satisfactory be expected to it sufficient to pay have, individually or in the Purchase Price aggregate, a Material Adverse Effect, disregarding any changes solely by virtue of making the adjustments described in the GAAP exceptions in Section 4.04(a) and related fees the eliminations described in Section 6.22(b); (e) There shall have been no Material Adverse Effect since each of June 30, 2005 and expensesthe Execution Date; (f) The Hedging Agreement shall remain in full force and effect and no default shall have arisen under the Hedging Agreement and no right of termination, amendment or modification of the Hedging Agreement shall have arisen; and (dg) Buyer shall have received a certificate signed on behalf of Seller by an executive officer of Seller indicating that the Buyer Fairness Opinion conditions provided in form Section 7.02(a) and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateSection 7.02(b) have been satisfied.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing Merger are subject to the satisfaction of the following further conditions: (ia) Sellers the Company shall have performed in all material respects all of their its obligations hereunder required to be performed by them it at or prior to the ClosingEffective Time, (ii) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate or other writing delivered by Sellers the Company pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case respects at and as of the Closing Date Effective Time (provided that any representation or warranty contained herein that is qualified by a materiality standard shall not be further qualified hereby) as if made at and as of the Closing Date such time (except to the extent that a representation or warranty expressly speaks those representations and warranties made as of a specified date or period shall be true in all material respects as of time), such date) and (iii) Buyer shall have received a certificate signed by a duly authorized an executive officer of Metaldyne the Company to the foregoing effect; and; (b) all actions no court, arbitrator or governmental body, agency or official shall have been takenissued any order, and there shall not be any statute, rule or consents obtainedregulation, with respect to permits, licenses, authorizations and contracts relating to restraining or prohibiting the Purchased Assets such that the Closing consummation of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation Merger or the loss effective operation of any benefit to which the Buyer would be entitled under any provision business of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in Company and its Subsidiaries after the aggregate, a Material Adverse EffectEffective Time; (c) Buyer shall have obtained debt or equity financing on terms received all documents it may reasonably request relating to the existence of the Company and conditions its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andBuyer; (d) Buyer shall have received obtained the debt financing set forth in the Financing Agreements on the terms set forth therein, unless the failure to obtain such financing was the result of a willful failure by Buyer Fairness Opinion to perform any covenant or condition contained therein or the inaccuracy of any representation or warranty arising out of the bad faith or willful misconduct of Buyer (the "Financing Condition"); (e) Since the date of this Agreement, there shall not have occurred any change, event, occurrence, development or circumstance which, individually or in form the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; and (f) The AT&T consent and substance reasonably satisfactory to Buyer and such opinion waiver agreement shall be in full force and effect as of the Closing Datein accordance with its terms.

Conditions to the Obligations of Buyer. The obligations of Buyer Buyer's obligation to consummate the Closing Transactions contemplated by this Agreement are subject to the satisfaction or waiver, on or prior to the Closing Date (or, as applicable, Supplemental Closing Date), of each of the following further conditions: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such The representations and warranties of Seller contained herein shall be true and correct in all material respectsrespects (except for representations and warranties that are qualified as to materiality, in each case at which shall be true and correct) as of the Closing Date (or, as applicable, Supplemental Closing) as if made at on and as of the Closing Date (or, as applicable, Supplemental Closing Date) (except to the extent that a representation or warranty expressly speaks representations and warranties that are made as of a specified specific date or period need be so true and correct only as of timesuch date), and (iii) Buyer shall have received a certificate signed to such effect dated the Closing Date (or, as applicable, Supplemental Closing Date) and executed by a duly authorized officer of Metaldyne Seller; provided, however, that, with respect to the foregoing effect; andrepresentations and warranties set forth in Sections 4.4 and 4.5, such representations and warranties and the certificates relating thereto as required under this section shall only apply with respect to the Assets subject to the Closing (or, as applicable, Supplemental Closing). (b) all actions The covenants and agreements of Seller to be performed under this Agreement on or prior to the Closing (or, as applicable, Supplemental Closing) shall have been takenduly performed in all material respects, or consents obtainedand Buyer shall have received a certificate to such effect dated the Closing Date (or, as applicable, Supplemental Closing Date) and executed by a duly authorized officer of Seller; provided, however, that, with respect to permits, licenses, authorizations and contracts the covenants and/or agreements relating to specific Assets, such covenants and agreements and any certificates relating thereto shall only apply with respect to the Purchased Assets such that subject to the Closing of the Transactions will not constitute a default under or cause or permit the termination(or, cancellationas applicable, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;Supplemental Closing). (c) Buyer shall have obtained debt or equity financing on terms Seller having delivered to Buyer, as applicable, all of the certificates, documents, instruments and conditions reasonably satisfactory other items required to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory be delivered to Buyer and such opinion shall be in full force and effect as of the Closing Datepursuant to Section 3.3.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment, prior to or at Closing, of each of the following further conditions:conditions (any or all of which may be waived by Buyer in its discretion): (a) Each of the of the representations and warranties set forth in Articles III and Article IV shall be true and correct as of the Closing Date with the same force and effect as though made at and as of that time except (i) Sellers for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; (b) The Seller Parties shall have performed in and complied with all material respects all of their covenants, obligations hereunder and undertakings required by this Agreement to be performed and complied with by them the Seller Parties at or prior to the Closing; (c) There shall be no Litigation that seeks to restrain, enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and no judgment, order or decree shall have been rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or thereby; (d) Each of the Shareholders and the Seller Parties, as applicable, shall have executed and delivered to Buyer a certificate in a form reasonably satisfactory to Buyer certifying, as of the Closing Date, as to (i) the accuracy of the representations and warranties set forth in Article III and Article IV, respectively; (ii) the representations fulfillment of the conditions specified in this Section 8.2 and warranties (iii) incumbency, signatures and other matters customary for transactions of this nature; (e) The Sellers contained shall have delivered to Buyer an opinion of counsel in form reasonably satisfactory to Buyer; (f) The Sellers shall have procured and delivered to Buyer consents and approvals from all Persons from whom consents are required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (g) Each Seller shall complete, execute and deliver to Buyer a certificate in any certificate or a form reasonably acceptable to Buyer, to the effect that no withholding is required under Section 1445 of the Code in connection with the transactions contemplated by this Agreement; (h) The Sellers shall have delivered to Buyer a certificate, dated within ten (10) days prior to the Closing Date, duly issued by the appropriate Governmental Authorities (i) in their Organization State and in each other writing delivered by Sellers pursuant hereto that jurisdiction where they are qualified to do business showing them to be in good standing and authorized to do business in its Organization State and those other jurisdictions and (ii) in their Organization State certifying their articles of incorporation or equivalent organizational documents; (i) The Sellers shall have delivered to Buyer in forms reasonably satisfactory to Buyer, (x) estoppel letters or similar documents reasonably acceptable to Buyer executed by materiality or Material Adverse Effect shall be true, the lessors under the Real Property Leases and all other such representations the Capital Leases and warranties (y) documents confirming the assignment of Seller shall be true in all material respects, in each case at the Real Property Leases and the Capital Leases effective as of the Closing Date as if made at and as the assignments of all Real Property Leases being assigned will not result in the termination of any Real Property Leases and will not result in any modification in any of the Closing Date terms of any Real Property Lease including the following: (except i) modification in the term of any Real Property Lease, (ii) an increase in any amounts due under Real Property Lease, (iii) the elimination or modification of any applicable renewal option or (iv) any modification in any requirements relating to any applicable security deposit, it being understood that Xxxxxxx will be willing to provide parent guarantees and Buyer will provide any and all security deposits or letters of credit each of which shall not exceed the extent current amount of said security deposits or letters of credit at such property. It being understood further that a representation the provisions of this Section 8.1(i) are subject to Section 2.11; (j) Between the date hereof and the Closing, (i) there shall have been no Material Adverse Change in the Purchased Assets or warranty expressly speaks as the Business of a specified date the Sellers and the Company, (ii) there shall have been no adverse federal, state or period of time)local legislative or regulatory change affecting in any respect the Purchased Assets or the Business, and (iii) none of the Purchased Assets shall have been damaged by fire, flood, casualty, act of God or the public enemy or other cause (regardless of insurance coverage for such damage), and there shall have been delivered to Buyer a certificate to that effect, dated the Closing and signed on behalf of the Sellers, it being understood that the provisions of this Section 8.1(j)(iii) shall be subject to adjustment as set forth in Section 2.11; (k) The Sellers shall have provided wire transfer instructions with respect to the cash to be paid at the Closing to the Sellers; (l) The Sellers shall have delivered to Buyer copies of (i) the resolutions of the respective Boards of Directors and shareholders of the Sellers authorizing the execution and performance of this Agreement and the transactions contemplated hereby and (ii) the bylaws, of the Sellers, in each case certified by the secretary or an assistant secretary of the respective Seller; (m) The Sellers shall have delivered to Buyer properly completed and executed DOC Forms in form reasonably acceptable to Buyer; (n) Sellers shall have delivered the required release agreement relating to the Thermolase Warrants satisfactory to Buyer; (o) The Xxxxxxx Employment Agreements shall be entered into and agreed to in form satisfactory to Buyer; (p) The Greenhouse License Agreement shall have been entered into and agreed to in form satisfactory to Buyer; (q) Sellers shall have delivered the consent of Treyball, L.L.C., a Pennsylvania limited liability company required for assigning the Membership Interest; (r) The TGH Indebtedness shall have been repaid in accordance with its terms; (s) All legal fees and expenses relating to the TGH Indebtedness (and its execution and delivery) shall be paid in full by TGH; provided, the legal fees relating thereto shall not exceed $30,000; (t) Buyer shall have received a certificate signed be satisfied with the allocation schedule required by a duly authorized officer of Metaldyne to the foregoing effectSection 2.6; and (bu) all actions Seller Parties shall have been takendelivered to Buyer a letter dated as of a date within 5 days of Closing from Frost National Bank ("Frost") that (i) no default or events of default exists under any obligations it has with the Seller Parties, including any obligations of Greenhouse (collectively, the "Frost Documents") and (ii) Frost will, for as long as any of the Seller Parties owe only obligations under any Frost Documents, notify Buyer within three (3) days of its knowledge of any default, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such existence of any facts from which one might conclude that the Closing of the Transactions will not constitute a default under or cause or permit the terminationis imminent, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateFrost Documents.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate purchase the Sold Assets and otherwise to effect the transactions contemplated hereby shall be subject to satisfaction, as of the Closing are subject to the satisfaction Date, of the following further conditions: conditions (i) Sellers except to the extent any of the following conditions shall have performed been expressly waived in all material respects all of their obligations hereunder required to be performed writing by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such Buyer): a. The representations and warranties of Seller contained in this Agreement shall be true in all material respects, in each case at respects on and as of the Closing Date with the same force and effect as if though made at on and as of the such Closing Date (except Date, other than representations and warranties limited to a specific date. b. Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Closing. c. Buyer shall have received from Seller a certificate signed duly executed by a duly authorized officer of Metaldyne Seller certifying as to the fulfillment of the conditions set forth in the foregoing effect; andsubsections of this Section 7.1. (b) all actions d. The following documents shall have been takendelivered to Buyer: (i) a Xxxx of Sale, or consents obtainedin the form attached hereto as Exhibit B hereto, with respect to permitsfor the Sale Containers, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing executed by Seller; (ii) a counterpart of the Transactions will not constitute a default under or cause or permit Management Agreement signed by CAY, as manager of the terminationSale Containers, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect effective as of the Closing Date; and (iii) all other agreements, instruments, certificates and other documents reasonably requested by Buyer prior to the Closing Date to effect the transactions contemplated by this Agreement. e. All other permits, approvals, authorizations and consents of third parties necessary for the consummation of the transactions contemplated herein, as set forth in the Seller Disclosure Schedule, shall have been obtained. f. No preliminary or permanent injunction or other order issued by any court of competent jurisdiction or regulatory body which restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement shall be in effect, nor shall any request for any such injunction be pending.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.2.1 All representations and warranties of Seller shall be contained in this Agreement are, if not specifically qualified by materiality, true and correct in all respects and, if so qualified, are true and correct in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except for changes contemplated or permitted by this Agreement. 9.2.2 Seller has in all material respects performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that a representation Closing. 9.2.3 Seller has executed (or warranty expressly speaks caused to be executed) and delivered to Buyer each of the following items: (a) an Xxxxxxx Money Escrow Agreement in the form attached as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andEXHIBIT A; (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing a Xxxx of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or Sale in the aggregate, a Material Adverse Effectform attached as EXHIBIT F; (c) an Assignment and Assumption Agreement in the form attached as EXHIBIT G; (d) an Assignment of Leases in the form attached as EXHIBIT H and, if requested by Buyer, short forms or memoranda of such Assignments in recordable form, as to each leasehold interest of Seller; (e) Non-Competition Agreements in the form attached as EXHIBIT D; (f) motor vehicle title certificates endorsed for transfer; (g) General Warranty Deeds in form reasonably acceptable to Buyer shall have obtained debt or equity financing on terms for each parcel of Real Property owned in fee by Seller; (h) the Consent to and conditions reasonably satisfactory Joinder in Stock Agreements in the forms attached as EXHIBIT I; (i) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and applicable regulations) and that Buyer is not required to it sufficient to pay withhold any portion of the Purchase Price and related fees and expensesconsideration payable under this Agreement under the provisions of such Act in the form attached as EXHIBIT J; and (dj) such other transfer instruments as Buyer shall have received may deem necessary or advisable to transfer the Assets to Buyer Fairness Opinion and to perfect Buyer's rights in the Assets, including, without limitation, such affidavits, indemnities and other documents that the title company may require in connection with the issuance of the title policies and commitments described in Section 7.7. 9.2.4 Seller has delivered to Buyer: (a) evidence, in form and substance reasonably satisfactory to Buyer Buyer, that the Required Consents have been obtained or given and such opinion shall be are in full force and effect effect; and (b) to the extent obtained, the estoppel certificates or similar documents described in Section 7.5. Seller will deliver to Buyer evidence that with respect to all television translator licenses identified on SCHEDULE 1.30 that Required Consents to transfer such licenses to Transmission, L.L.C., or a related entity as may be identified by Buyer, have been obtained or given and are in full force and effect. 9.2.5 Buyer has received the opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxxxx, LLC, counsel for Seller, dated the Closing Date, in the form set forth in EXHIBIT K. 9.2.6 Buyer has received the opinion of Wiley, Rein & Fielding, FCC counsel for Seller, dated the Closing Date, in the form set forth in EXHIBIT L. 9.2.7 Except for those agreements which are to be transferred to Buyer, Buyer has received documentation satisfactory to it of the termination of all agreements as they relate to the Systems or deletion of the Systems from Seller's ongoing agreements which are not being assumed by Buyer, without obligation for payment of any amounts under such agreements to Buyer. 9.2.8 No action, proceeding or investigation has been instituted or threatened prior to Closing which would, if determined adversely to Buyer's interest, materially impair the ability of Buyer to realize the benefits of the transactions contemplated by this Agreement. 9.2.9 Seller has delivered releases, in form satisfactory to Buyer, of all Encumbrances affecting any of the Assets (other than Permitted Encumbrances) and, to the extent that the relevant jurisdictions provide them, a certificate of no taxes due with respect to the Assets issued by appropriate state taxing authorities as of a date no earlier than ten (10) days prior to the Closing.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing sale of the Acquired Assets and the assumption of the Assumed Liabilities are subject to the satisfaction of the following further conditions: (ia) Sellers Seller shall have performed in all material respects all of their obligations hereunder required to be performed by them it under the Transaction Agreements at or prior to the ClosingClosing Date, and Buyer shall have received a certificate signed by an executive officer of Seller to the foregoing effect; (iib) the representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers Seller pursuant hereto that are qualified by as to materiality or Material Adverse Effect shall be true, true and all other such representations and warranties of Seller those not so qualified shall be true in all material respects, in each case respects at and as of the Closing Date Date, as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), such time and (iii) Buyer shall have received a certificate signed by a duly authorized an executive officer of Metaldyne Seller to the foregoing effect; and; (bc) all actions consents, approvals, orders, authorizations, registrations, declarations and filings required to be made or obtained prior to the Closing Date (other than those referred to in Section 9.01(a)) shall have been taken, made or consents obtained, with respect except where the failure to permits, licenses, authorizations and contracts relating to make or obtain the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer same would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to havenot, individually or in the aggregate, (i) have a Material Adverse Effect; Effect on the Acquired Business, or (cii) be reasonably be expected to subject Buyer shall have obtained debt or equity financing on terms any of its Subsidiaries, the Acquired Subsidiary or any of their respective Affiliates or any directors or officers of any of the foregoing, to the risk of criminal liability or (iii) prohibit Buyer from operating or owning the Acquired Business following the Closing substantially as currently conducted and conditions reasonably satisfactory as conducted immediately prior to it sufficient to pay the Purchase Price and related fees and expensesClosing; and (d) Buyer shall have received all customary closing documents it may reasonably request relating to the Buyer Fairness Opinion existence of Seller and the authority of Seller for this Agreement and the transactions contemplated hereby, all in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateBuyer.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement at the Closing are shall be subject to the satisfaction fulfillment (or waiver by Buyer) on or prior to the Closing Date of the following further conditions: (i1) Sellers shall have performed in all material respects all of their obligations hereunder agreements and covenants required by this Agreement to be complied with or performed by them Seller at or prior to the Closing, Closing shall have been complied with or performed in all material respects; (ii2) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller in this Agreement shall be true and correct in all material respects, in each case at and respects as of the Closing Date or other time stated as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and; (b3) all actions the Seller Required Regulatory Approvals and Buyer Required Regulatory Approvals shall have been takenobtained and become Final Orders, and no terms or consents obtained, conditions in addition to such Required Regulatory Approvals shall have been imposed in connection with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under Final Orders by any Governmental Authority which terms or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to haveconditions, individually or in the aggregate, impose a Material Adverse Effectmaterial adverse effect on Buyer’s Intended Use; (c4) all Consents and approvals for the consummation of the transactions contemplated by this Agreement required from third parties shall have been obtained (including the consents and approvals set forth in Schedule 3.4 and Schedule 4.4) other than any consents or approvals that, if not obtained, would not, in the aggregate, prevent Buyer’s Intended Use; provided, however, that satisfaction of the condition in this Section 6.1(4) shall be determined (a) without consideration of any Required Regulatory Approvals, and (b) after taking into account the reasonably expected effects of any actions taken, or to be taken, by the Parties, or which Seller has offered to take but which Buyer has declined, pursuant to Section 2.5; (5) no Order which prevents the consummation of any material aspect of the transactions contemplated by this Agreement shall have been issued and remain in effect (each Party agreeing to use its commercially reasonable efforts to have any such Order lifted) and no Law shall have been enacted which prohibits the consummation of the transactions contemplated by this Agreement; (6) Buyer shall have received those documents to be delivered to Buyer in accordance with Section 7.3; (7) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory ALTA 2006 Owner’s Title Insurance Policies insuring Buyer’s title to it sufficient to pay the Real Property as of the Closing Date in the amount of the Cash Purchase Price allocated to the Real Property (“Title Policies”) without Seller incurring any liability or obligation other than execution of customary affidavits, if any, with respect to issuance of the Title Policies (and not any other endorsements), subject only to the Permitted Encumbrances and exceptions related fees to altered survey standards previously agreed to by Buyer not insured by the Title Company in conjunction with its issuance of the Title Policies; (8) if Seller has obtained approval by PSCW and expensesall other regulatory approvals necessary for Seller’s sale of the utility assets owned by Seller and each of such regulatory approvals have become Final Orders on or prior to June 1, 2011, Buyer shall have obtained Sufficient Financing without regard to All-In True Interest Cost; and (d9) if Buyer has obtained all Buyer Required Regulatory Approvals and each of such Buyer Required Regulatory Approvals has become a Final Order after June 1, 2011, Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as obtained Sufficient Financing with an All-In True Interest Cost of the Closing Date5.375% or less.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate purchase the Sold Assets and otherwise to effect the transactions contemplated hereby shall be subject to satisfaction, as of the Closing are subject to the satisfaction Date, of the following further conditions: conditions (i) Sellers except to the extent any of the following conditions shall have performed been expressly waived in all material respects all of their obligations hereunder required to be performed writing by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such Buyer): a. The representations and warranties of Seller contained in this Agreement shall be true in all material respects, in each case at respects on and as of the Closing Date with the same force and effect as if though made at on and as of the such Closing Date (except Date, other than representations and warranties limited to a specific date. b. Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Closing. c. Buyer shall have received from Seller a certificate signed duly executed by a duly authorized officer of Metaldyne Seller certifying as to the fulfillment of the conditions set forth in the foregoing effect; andsubsections of this Section 7.1. (b) all actions d. The following documents shall have been takendelivered to Buyer: (i) a Xxxx of Sale, or consents obtainedin the form attached hereto as Exhibit B hereto, with respect to permitsfor the Sale Containers, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing executed by Seller; (ii) a copy of the Transactions will not constitute a default under or cause or permit Termination Agreement in the terminationform of Exhibit C hereto, cancellationexecuted by Seller and CCL, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect effective as of the Closing Date; (iii) a counterpart of the Management Agreement signed by CAY, as manager of the Sale Containers, to be effective as of the Closing Date; and (iv) all other agreements, instruments, certificates and other documents reasonably requested by Buyer prior to the Closing Date to effect the transactions contemplated by this Agreement. e. All other permits, approvals, authorizations and consents of third parties necessary for the consummation of the transactions contemplated herein, as set forth in the Seller Disclosure Schedule, shall have been obtained. f. No preliminary or permanent injunction or other order issued by any court of competent jurisdiction or regulatory body which restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement shall be in effect, nor shall any request for any such injunction be pending.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate purchase the Closing are Armour Capital Stock pursuant to Article I shall be subject to the satisfaction fulfillment on or prior to the Closing Date of the following further conditions, any one or more of which (except for the conditions set forth in Section 5.01(b), (c) and (d)) may be waived by Buyer: (ia) Sellers The representations and warranties of each Armour Shareholder contained in Section 3.01 shall have performed be true and correct in all material respects with the same effect as if such representations and warranties had been made on the Closing Date; each Armour Shareholder shall have performed and complied in all of their material respects with the agreements and obligations hereunder contained in this Agreement required to be performed and complied with by them at such Armour Shareholder on or prior to the Closing, (ii) the representations Closing Date; and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne each Armour Shareholder to the foregoing effect; andeffects set forth in this Section 5.01(a) as it relates to such Armour Shareholder. (b) The Merger Agreement shall not have been terminated; all actions conditions precedent set forth in the Merger Agreement to the merger of Buyer Subsidiary with and into Xxxxxxx thereunder (the "Merger") shall have been taken, satisfied or consents obtained, with respect waived; and arrangements reasonably satisfactory to permits, licenses, authorizations Buyer and contracts relating Buyer Subsidiary shall have been made for the Merger to the Purchased Assets such that be consummated immediately after the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;hereunder. (c) Buyer The amendment ("Amendment") to the Articles of Incorporation of Xxxxxxx contemplated under the Merger Agreement shall have obtained debt or equity financing been adopted at a Special Meeting of the Shareholders of Xxxxxxx by the vote required by the Minnesota Business Corporation Act ("MBCA") and Xxxxxxx'x Articles of Incorporation, and a Certificate of Amendment to the Articles of Incorporation of Xxxxxxx containing such amendment shall have been duly executed, filed with the Minnesota Secretary of State and effective prior to the vote of the shareholders of Xxxxxxx at such meeting on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andPlan of Merger (as defined in the Merger Agreement). (d) The Plan of Merger shall have been approved at the Special Meeting of the Shareholders of Xxxxxxx referred to in Section 5.01(c) by the vote required by the MBCA and Xxxxxxx'x Articles of Incorporation. (e) There shall not be pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree (except those in which Buyer is a plaintiff directly or derivatively) which, in the reasonable judgment of Buyer could, if issued, restrain or prohibit the consummation of the transactions contemplated hereby or require rescission of this Agreement or such transactions or result in damages to Buyer, if the transactions contemplated hereby are consummated, nor shall there be in effect any injunction, writ, preliminary restraining order or any order of any nature issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as so provided. (f) Buyer shall have received from Faegre & Xxxxxx LLP, counsel to the Buyer Fairness Opinion Armour Shareholders, an opinion, dated the Closing Date and reasonably satisfactory in form and substance reasonably satisfactory to Buyer and its counsel, as to the matters set forth in Exhibit B. In rendering such opinion opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, as to matters of fact, upon certificates of the Armour Shareholders. (g) All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall be in full force and effect as of have expired or otherwise been terminated. (h) On the Closing Date, the Armour Shareholders will have delivered to Buyer the following: (i) A good standing certificate for Armour from the state of Delaware, dated not earlier than 15 days prior to the Closing Date; (ii) The written resignations of the officers and directors of Armour; (iii) The minute books, stock records and stock ledgers of Armour; and (iv) Such other documents and instruments as Buyer may reasonably request in connection with the transactions contemplated hereby. (i) The Disbursing Agreement shall have been executed and delivered by the parties thereto other than Buyer.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.2.1 All representations and warranties of Seller shall be contained in this Agreement are, if not specifically qualified by materiality, true and correct in all respects and, if so qualified, are true and correct in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except for changes contemplated or permitted by this Agreement. 9.2.2 Seller has in all material respects performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that a representation Closing. 9.2.3 Seller has executed (or warranty expressly speaks caused to be executed) and delivered to Buyer each of the following items: (a) an Earnxxx Xxxey Escrow Agreement in the form attached as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andExhibit A; (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or Bill xx Sale in the aggregate, a Material Adverse Effectform attached as Exhibit F; (c) an Assignment and Assumption Agreement in the form attached as Exhibit G; (d) an Assignment of Leases in the form attached as Exhibit H and, if requested by Buyer, short forms or memoranda of such Assignments in recordable form, as to each leasehold interest of Seller; (e) Non-Competition Agreements in the form attached as Exhibit D; (f) motor vehicle title certificates endorsed for transfer; (g) General Warranty Deeds in form reasonably acceptable to Buyer shall have obtained debt or equity financing on terms for each parcel of Real Property owned in fee by Seller; (h) the Consent to and conditions reasonably satisfactory Joinder in Stock Agreements in the forms attached as Exhibit I; (i) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and applicable regulations) and that Buyer is not required to it sufficient to pay withhold any portion of the Purchase Price and related fees and expensesconsideration payable under this Agreement under the provisions of such Act in the form attached as Exhibit J; and (dj) such other transfer instruments as Buyer shall have received may deem necessary or advisable to transfer the Assets to Buyer Fairness Opinion and to perfect Buyer's rights in the Assets, including, without limitation, such affidavits, indemnities and other documents that the title company may require in connection with the issuance of the title policies and commitments described in Section 7.7. 9.2.4 Seller has delivered to Buyer: (a) evidence, in form and substance reasonably satisfactory to Buyer Buyer, that the Required Consents have been obtained or given and such opinion shall be are in full force and effect effect; and (b) to the extent obtained, the estoppel certificates or similar documents described in Section 7.5. Seller will deliver to Buyer evidence that with respect to all television translator licenses identified on Schedule 1.30 that Required Consents to transfer such licenses to Transmission, L.L.C., or a related entity as may be identified by Buyer, have been obtained or given and are in full force and effect. 9.2.5 Buyer has received the opinion of Eckexx Xxxmxxx Xxxxxx & Xellxxx, XXC, counsel for Seller, dated the Closing Date, in the form set forth in Exhibit K. 9.2.6 Buyer has received the opinion of Wiley, Rein & Fielding, FCC counsel for Seller, dated the Closing Date, in the form set forth in Exhibit L. 9.2.7 Except for those agreements which are to be transferred to Buyer, Buyer has received documentation satisfactory to it of the termination of all agreements as they relate to the Systems or deletion of the Systems from Seller's ongoing agreements which are not being assumed by Buyer, without obligation for payment of any amounts under such agreements to Buyer. 9.2.8 No action, proceeding or investigation has been instituted or threatened prior to Closing which would, if determined adversely to Buyer's interest, materially impair the ability of Buyer to realize the benefits of the transactions contemplated by this Agreement. 9.2.9 Seller has delivered releases, in form satisfactory to Buyer, of all Encumbrances affecting any of the Assets (other than Permitted Encumbrances) and, to the extent that the relevant jurisdictions provide them, a certificate of no taxes due with respect to the Assets issued by appropriate state taxing authorities as of a date no earlier than ten (10) days prior to the Closing. 9.2.10 Seller has delivered to Buyer: (a) a certificate, dated the Closing Date, signed by Seller's chief executive officer, stating that, to his or her Knowledge, the conditions set forth in Sections 9.2.1 and 9.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Buyer) of the following further conditionsadditional conditions as of the Closing Date: (a) After taking into account all disclosures by Sellers set forth in the Seller Disclosure Letter, as it may be updated pursuant to Section 11.8, relating to Sellers’ representations and warranties that are delivered to Buyer, (i) the Fundamental Representations of Sellers shall have performed be true and correct in all material respects all as of their obligations hereunder required to be performed by them at or prior the Closing Date as though made on the Closing Date, other than de-minimis inaccuracies (except to the Closingextent 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 shall be true and correct as of such date) and (ii) the representations and warranties (other than the Fundamental Representations) of Sellers contained set forth in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by Article 4 (disregarding all qualifications as to materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller set forth therein) shall be true in all material respects, in each case at and correct as of the Closing Date as if though made at and as of on the Closing Date (except to the extent that a any such representation or warranty expressly speaks as of a specified the date of this Agreement or period any other specific date, in which case such representation or warranty shall be true and correct as of timesuch date), except (x) to the extent of changes or developments contemplated by the terms of this Agreement, resulting from any transaction Consented to by Buyer, or resulting from the transactions contemplated by this Agreement and (iiiy) Buyer shall have received a certificate signed by a duly authorized officer where the failure of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations such representations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument warranties to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that so true and correct would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;. (b) Sellers shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing. (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory received from Sellers each delivery required pursuant to it sufficient to pay the Purchase Price and related fees and expenses; andSection 3.3. (d) Buyer Since the date of this Agreement, there shall not have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Dateoccurred any Material Adverse Effect that has not been cured.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement to be consummated at the Closing are is subject to the satisfaction satisfaction, or waiver by Buyer, of each of the following further conditionsadditional conditions as of immediately prior to the Closing: (i) Sellers The Company and Seller Fundamental Representations shall have performed be true and correct in all material respects all respects, except for de minimis inaccuracies, as of their obligations hereunder required to be performed by them at or prior the Closing Date as if made anew as of such date (except to the Closingextent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), and (ii) the representations and warranties of the Company and the Sellers contained in this Agreement Article 3, Article 4 and in Article 5 (other than the Company and Seller Fundamental Representations) (each interpreted without giving effect to any certificate limitation or other writing delivered by Sellers pursuant hereto that are qualified by qualification as to materiality or Material Adverse Effect shall be trueEffect), and all other such representations and warranties of Seller shall be true and correct in all material respects, in each case at and respects as of the Closing Date as if made at and anew as of the Closing Date such date (except to the extent that a any such representation or warranty expressly speaks relates to an earlier date (in which case as of a specified date or period of timesuch earlier date)), and except in the case of this clause (iiiii) Buyer shall have received a certificate signed by a duly authorized officer for any failure of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, such representations or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument warranties to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that so true and correct as had not had and would not reasonably be reasonably expected to have, individually or in the aggregateaggregate with all such other failures, a Material Adverse Effect; (b) Each of the covenants and agreements of the Company and the Sellers to be performed as of or prior to the Closing shall have been performed in all material respects; (c) Buyer Since the date of this Agreement, there shall not have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andoccurred a Material Adverse Effect; (d) Buyer Each of the contracts and agreements set forth on Section 2.02(d) of the Company Disclosure Letter shall have received been terminated as of the Closing such that no Person shall have any right or obligation thereunder from and after the Closing; (e) The Company shall have delivered or caused to be delivered to Buyer Fairness Opinion each of the following: (i) duly executed instruments of assignment and conveyance in the form of Exhibit B attached hereto transferring the Purchased Units from the Company Sellers to Buyer; (ii) certificates representing the Blocker Shares, duly endorsed in blank or accompanied by duly executed stock powers in the form of Exhibit C attached hereto; (iii) a certificate in the form of Exhibit D attached hereto dated as of the Closing Date and signed by a senior executive officer of the Company on behalf of the Company confirming the foregoing matters in Section 2.02(a), Section 2.02(b), and Section 2.02(c); (iv) a copy of each Ancillary Agreement to which the Company, the Seller Representative or any Seller is party, duly executed on behalf of the Company, the Seller Representative or such Seller, as applicable; (v) certified copies of (1) the Organizational Documents of each Company Entity and (2) the resolutions or consents of the sole manager of the Company authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Company is party and the consummation of the transactions contemplated hereby and thereby; (vi) a certificate of good standing of the Company from the Secretary of State of the State of Delaware dated within thirty (30) days of the Closing Date; (vii) a certificate, dated as of the Closing Date and sworn under penalty of perjury, in the form of Treasury Regulations Sections 1.897‑2(h) and 1.1445‑2(c), certifying that the Blocker is not a United States real property holding corporation and a notice to be mailed (together with a copy of the certificate) to the Internal Revenue Service in accordance with Treasury Regulations Section 1.897-2(h)(2); (viii) from each Company Seller an affidavit as required under Code Section 1446 and as described in Notice 2018-29, Section 6.01 stating that such Seller is not subject to withholding under Code Section 1446; (ix) a duly authorized and executed certificate, dated as of the Closing Date and sworn under penalties of perjury, in the form and substance of Treasury Regulations promulgated under Code Section 1445, certifying that fifty percent (50%) or more of the value of the gross assets of the Company do not consist of U.S. real property interests, or that ninety percent (90%) or more of the value of the gross assets of the Company do not consist of U.S. real property interests plus cash or cash equivalents in accordance with Treasury Regulations Section 1.1445-11T; (x) resignations, effective as of the Closing and otherwise in form and substance reasonably satisfactory to Buyer Buyer, of each director, manager and such opinion shall be in full force and effect officer of the Company Entities as of the Closing Dateset forth on Section 2.02(e)(x) of the Company Disclosure Letter and Blocker; (xi) evidence of delivery of the Payoff Letter by the Company to Bank of America.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the Closing are Contemplated Transactions shall be further subject to the satisfaction fulfillment at or prior to the Closing of the following further conditions, any one or more of which may be waived by Buyer: (ia) Sellers Seller shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or prior to the Closing. (b) The representations and warranties of the Seller contained in this Agreement were true and complete when made and are true and complete in all material respects at the Closing Date as if then made and Seller has performed in all material respects all of their obligations hereunder required to be performed by them it pursuant to this Agreement at or prior to before the Closing. (c) From the date hereof to Closing, (ii) Seller shall have maintained its fixed assets consistent with its past practices and there shall have been no known material adverse change in the representations and warranties condition of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be truesuch fixed assets, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed from an officer of Seller to such effect. (d) Seller shall have obtained executed releases of all Encumbrances on the Assets in form suitable for recording with all of the appropriate Government Bodies. (e) Seller has delivered all of the documents described in Section 3.2 hereof, duly executed by a duly authorized officer of Metaldyne to the foregoing effect; andofficers or persons. (bf) Buyer has consummated a transaction with DJJ for an investment in Buyer or an entity controlled by Buyer and which has provided Buyer or such entity with enough money to make the Five Hundred Thousand Dollar ($500,000.00) payment at the Closing, the Two Hundred Fifty Thousand Dollar payment ($250,000.00) thirty (30) days after the Closing, and to fulfill Buyer's other obligations pursuant to this Agreement. (g) Buyer has been able to employ all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit employees of Seller it wishes to employ and to allow Buyer to operate the termination, cancellation, acceleration or other change of any right or obligation or Business after the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;Closing. (ch) Buyer shall have obtained debt or equity financing on terms completed its due diligence of Seller and conditions reasonably satisfactory decided, in its sole discretion, to it sufficient to pay proceed with the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateTransaction.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 8.2.1. All representations and warranties of Seller contained in this Agreement shall be, if specifically qualified by materiality, true in all respects and, if not so qualified, shall be true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date. 8.2.2. Seller in all material respects shall have performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the Closing. 8.2.3. Seller shall have executed (or caused to be executed) and delivered to Buyer each of the following items: (a) Counterparts of the Assignment and Assumption of Partnership Interests in the form of EXHIBIT B (the "Partnership Interests Assignment"), executed by Seller; (b) a deed of lease for each lease described in clause (i) of Section 6.3.2 and a deed of assignment of lease for each lease described in clause (ii) of Section 6.3.2, in each case in favor of Buyer or its designee; (c) a Noncompetition Agreement signed by Seller and Raymxxx X. Xxxxxx xx the form attached as EXHIBIT C; (d) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and applicable regulations) and that Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act in the form attached as EXHIBIT D; (e) a Termination Agreement signed by Seller relating to the termination of the Management Agreement and all other arrangements among the Partnership, Seller, Buyer or any of their respective Affiliates (the "Termination Agreement"), substantially in the form attached hereto as EXHIBIT E; and (f) such other transfer instruments as Buyer may deem reasonably necessary or advisable to transfer the Partnership Interests to Buyer and to perfect Buyer's rights in the Partnership Interests; 8.2.4. Seller shall have delivered to Buyer: (a) evidence, in form and substance satisfactory to Buyer, that all of the Required Consents have been obtained or given and are in full force and effect; and (b) to the extent obtained, the estoppel certificates or similar documents described in Section 6.3.1. 8.2.5. Seller shall have used funds other than that of the Partnership to exercise the Option so that it holds a 50% general partnership interest in the Partnership. 8.2.6. Buyer shall have received the opinion of Paul X. Xxxxxx, Xxq., counsel for Seller, dated the Closing Date, in the form set forth in EXHIBIT F. 8.2.7. Seller shall have delivered releases, in form satisfactory to Buyer, of all Encumbrances affecting the Partnership Interests (other than Permitted Encumbrances) and a certificate of no taxes due with respect to Seller and the Partnership issued by appropriate State and municipal taxing authorities and a certificate of taxes due issued by CRIM xx of a date no earlier than 10 days prior to the Closing. 8.2.8. The original Partnership Note marked "Cancelled" shall be delivered to Buyer.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate effect the Closing are transactions contemplated hereby shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each and every one of the following further conditions:, unless waived, in whole or in part, by Buyer for purposes of consummating such transaction. (ia) Sellers The representations and warranties of Seller and Xxxxxxxx set forth herein shall have performed be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on the Closing Date; (b) Seller shall have performed and complied with all of their obligations hereunder agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by them at Seller on or prior to the Closing; (c) The Buyer shall have received a certificate, (iidated the Closing Date and signed by the president of the Seller to the effect set forth in Section 5.2(a) and 5.2(b) for the representations and warranties purpose of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other verifying the accuracy of such representations and warranties and the performance and satisfaction of Seller shall be true in all material respects, in each case at such covenants and as of the Closing Date as if made at conditions; (d) Approval and as of the Closing Date (except issuance to the extent that a representation or warranty expressly speaks as Buyer of a specified date liquor license duly issued, approved and authorized by the City of Minneapolis which will allow for the sale of liquor by the Buyer at the premises where Buns & Roses is located; (e) Buyer shall have obtained all necessary permits or period of time), and other authorizations which may be needed to conduct topless entertainment on the Property; (iiif) Buyer shall have received from Xxxxxxxx a certificate signed by a duly authorized officer of Metaldyne General Warranty Deed conveying good and marketable title to the foregoing effect; and Property, free and clear of any liens, charges or encumbrances (bexcept a first lien on the Property to Xxxxxxxx by Buyer) and all actions contingencies and conditions pursuant to the Xxxxxxx Money Contract shall have been taken, or consents obtained, with respect fulfilled; (g) Written termination of the existing Real Estate Lease between Xxxxxxxx and Amusement Center for the lease of the Property and the Sublease between Amusement Center and B&R II; (h) Xxxxxxxx shall have executed and delivered to permits, licenses, authorizations Buyer the Non-Competition Agreement required by Section 6.2(a); (i) Seller shall have delivered to Buyer all instruments of assignment and contracts relating bills of sale necessary to transfer to Buyer good and marketable title to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectAssets; (cj) The independent certified public accountants of the Buyer shall have obtained debt or equity financing on terms be satisfied that the Seller's books and conditions reasonably satisfactory to it sufficient to pay records can be audited for the Purchase Price fiscal years ended 1994 and related fees 1995 and expenses; and (d) Buyer shall have received for the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as current fiscal year of the Closing Date.1996;

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing transactions contemplated hereby are subject to the satisfaction of the following further additional conditions, unless waived by the Buyer in writing: (a) (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers contained Parent, Rodeo, Inc. and Seller set forth in this Agreement and in Agreement, when read without any certificate exception or other writing delivered by Sellers pursuant hereto that are qualified by qualification as to materiality or reference to Material Adverse Effect shall be trueEffect, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and correct as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date (except as to the extent that a any such representation or and warranty expressly which speaks as of a specified date specific date, which shall be true and correct as of such date) except where the failure to be so true and correct would not individually or period in the aggregate reasonably be expected to have a Material Adverse Effect; (ii) Rodeo, Inc. shall own 100% of time), the GP Interest and 100% of the Incentive Distribution Rights; (iii) Buyer Seller shall own all of the issued and outstanding Subordinated Units; (iv) Parent, Rodeo, Inc. and Seller shall have received a certificate signed performed all obligations and complied with all agreements and covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with by a duly authorized officer them under Article VI of Metaldyne this Agreement prior to the foregoing effectClosing; andand (v) Parent, Rodeo, Inc. and Seller shall have performed all other obligations and complied with all other agreements and covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with by them under this Agreement prior to the Closing in each case in all material respects. (b) all actions Parent, Rodeo, Inc. and Seller shall have been taken, obtained all approvals and consents necessary or consents obtained, with respect to permits, licenses, authorizations and contracts relating to required for the Purchased Assets such that the Closing consummation of the Transactions will not constitute a default under or cause or permit the terminationtransactions contemplated by this Agreement, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures those approvals and consents the failure of which to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, have a Material Adverse Effect;. (c) Buyer Since the date of this Agreement there shall not have obtained debt occurred any event, change, effect or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; anddevelopment that, individually or when considered together with any other event, change, effect or development, has had or would have a Material Adverse Effect. (d) At the Closing, each of Parent, Rodeo, Inc. and Seller shall have delivered to Buyer an officer's certificate, duly executed by their respective chief financial officers, or, in the case of Seller, its managing member, in the form attached hereto as Exhibit I, stating that the conditions to Closing set forth in Section 7.02(a) have been satisfied. (e) At the Closing, each of Parent, Rodeo, Inc. and Seller shall have delivered to Buyer a Secretary's Certificate, in the form attached hereto as Exhibit J. (f) Buyer shall have received the Buyer Fairness Opinion agreements referred to in form Sections 2.04(a), (b) and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of (c) executed by all parties thereto (except the Closing DateBuyer).

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are Transfer of the Assets and the assumption of the Assumed Contracts and the Assumed Liabilities is subject to the satisfaction (or written waiver by Buyer) of each of the following further conditions: (ia) Sellers Seller shall have performed and complied in all material respects with all of their obligations hereunder covenants and agreements required to be performed or complied with by them it under this Agreement at or prior to the Closing, Closing Date and Buyer shall have received a certificate signed by Seller to the foregoing effect; (iib) the representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers Seller pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller to this Agreement shall be true in all material respects, in each case at respects on and as of the Signing Date and on and as of the Closing Date as if made at and as of the Closing Date such time (except to the extent that a representation or warranty expressly speaks other than representations and warranties made as of a specified specific time or date which shall have been true at and as of such time or period of time), date) and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne Seller to the foregoing effect; and; (bc) all actions no Order shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to prohibit the Purchased Assets such that the Closing consummation of the Transactions transactions contemplated under this Agreement; (d) Buyer will be completely satisfied with the results of its business, legal, accounting and environmental due diligence; (e) There shall not constitute a default under have occurred any material adverse change in the financial condition, assets, liabilities, business or cause or permit the termination, cancellation, acceleration or other change prospects of any right or obligation Seller or the loss of Business, nor shall any benefit to which the Buyer would be entitled under any provision of any agreement event or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to haveevents have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect; (cf) all approvals, consents and waivers that are listed on Schedule 3.3 shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing; (g) Buyer shall have received all Existing Permits; (h) Buyer shall have received from Seller either the Title Policy issued by the Title Company or a binding undertaking from the Title Company to issue such the Title Policy in accordance with the terms of Section 5.8; (i) at the Closing, Seller will deliver to Buyer, subject to Section 3, the following documents, duly executed as required: (i) a xxxx of sale Transferring to Buyer the Assets, and additional, separate, bills of sale Transferring to Buyer each of the Motor Vehicles; (ii) a xxxx of sale assigning to Buyer of Seller’s rights, titles and interests in the Preneed Agreements and other Assumed Contracts; (iii) a general warranty deed (or its equivalent) conveying to Buyer title to the Real Property, subject only to the Permitted Liens and any Permitted Exceptions; (iv) duly endorsed certificates of title for the Motor Vehicles evidencing that title to such vehicles is held by Seller, and any required or desired motor vehicle/transfer/tax forms, Transferring the Motor Vehicles to Buyer; (v) current certificates of existence of PFFC and HVFH issued by the Secretary of State of Utah; (vi) a certificate of the Manager, Secretary (or equivalent officer), members and stockholders of PFFC and HVFH certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholders and board of directors, or members, of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vii) a certificate of the Manager, Secretary (or equivalent officer), members and stockholders of PFFC and HVFH certifying the names of the officers and managers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (viii) non-foreign affidavits satisfying the requirements of Section 1445 of the Code; (ix) all documentation necessary or reasonably requested to Transfer to Buyer joint possession and control, with Seller, of all credit card processing machines, accounts and merchant accounts (including, without limitation, passwords and access codes) and all Bank Accounts, including, without limitation, Zions First National Bank accounts numbers 979971967 and 979971959 and Rock Canyon Bank account number 0000000, provided that, at such time that all funds in the Bank Accounts are transferred to Buyer’s new bank accounts, full possession and control of those Bank Accounts shall be Transferred back to Seller; (x) all other bills of sale, deeds, transfers, assignments, acts, things and assurances as may be required in the reasonable opinion of Buyer for more perfectly and absolutely Transferring and vesting in Buyer title to the Assets free and clear of all Liens and Debt; (xi) all documentation necessary or reasonably requested to Transfer the Intellectual Property Rights; and (xii) all documentation necessary or reasonably requested to Transfer all water rights associated with the Real Property; (j) Xxx Xxxxxx shall have executed and delivered to Buyer the Employment Agreement, Xxxxx Xxxxxx shall have executed and delivered to Buyer the Consulting Agreement and each Seller shall have executed and delivered to Buyer the Noncompete Agreement; (k) Buyer shall have obtained debt or equity financing on terms estoppel warranties and conditions reasonably an assignment, extension and modification of the Midway Lease from the Landlord under the Midway Lease and from PFFC, satisfactory to it sufficient to pay Buyer, executed by PFFC and the Purchase Price and related fees and expensesLandlord; and (dl) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as delivery of the Closing Dateoriginal Midway Irrigation Company water share certificate Number 4237, representing one (1) share of the capital stock of Midway Irrigation Company; and (m) Beginning January 21, 2019, Seller shall have discontinued taking draws from or charging amounts to the Zions Bank Line of Credit or the AmEx Account.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate and cause the Closing consummation of the transactions contemplated hereby are subject to the satisfaction or waiver in writing by Buyer, on or prior to the Closing Date, of each of the following further conditions: (a) No Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. (b) The transactions contemplated hereby shall have been approved by (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, Conflicts Committee and (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be trueBuyer Parent GP Board, and all other such representations and warranties of Seller approvals shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall not have been takenamended, repealed, revoked or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except rescinded (including for such failures Buyer's failure to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (cfinancing) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date. (c) The transactions contemplated hereby shall have been approved by the board of advisors of ArcLight Energy Partners Fund IV, LP, and such approvals shall not have been amended, repealed, revoked or rescinded and shall be in full force and effect as of the Closing Date. (d) The representations and warranties of Seller contained in this Agreement, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect (other than with respect to Section 3.14(b)), shall be true and correct, in each case, on and as of the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date) with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect; provided, that the representations and warranties set forth in Section 3.14(b) shall be true and correct in all respects and the Fundamental Representations of Seller shall be true and correct in all material respects. (e) Seller shall have performed and complied in all material respects with all of the covenants and agreements hereunder required to be performed and complied with by it prior to the Closing. (f) Seller shall have delivered or caused to be delivered to Buyer the items set forth in Section 2.2(a).

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the Closing are transactions contemplated hereby, shall be subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment at or prior to the ClosingClosing Date of the following conditions, any or all of which may be waived in whole or in part by Buyer: (iia) The Effective Time shall have occurred; (b) GEO shall have caused CSC to transfer to Buyer the Purchased Shares in accordance with Section 1.2; (c) The representations and warranties of Sellers GEO contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true accurate in all material respectsrespects as of the date of this Agreement and as of the Closing Date, in each case at as though made on and as of the Closing Date as if made at or, to the extent representations and warranties speak as of an earlier date, as of such earlier date; (d) GEO shall have performed or complied in all material respects with all agreements, obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date Date; (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Stock Purchase or any Pre-Closing Transfers illegal or otherwise prohibiting consummation of the Stock Purchase or any Pre-Closing Transfers; (f) The Pre-Closing Transfers shall have occurred, except to the extent that any portion of such Pre-Closing Transfers have not occurred because a representation or warranty expressly speaks as of a specified date or period of time), and Required Consent has not been obtained; and (iiig) Buyer shall have received a certificate signed by a duly authorized officer insurance coverage for the Juvenile Business in the areas of Metaldyne workers’ compensation, general liability, automobile, and employee health, with terms reasonably acceptable to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateBuyer.

Conditions to the Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the Closing are hereunder shall be subject to the satisfaction satisfaction, as of Closing, of each of the following further conditions, each of which can be waived by Buyer, but only in writing: (ia) Sellers shall have performed in all material respects all All of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained set forth in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller Article III above shall be true in all material respects, in each case at and correct as of the date hereof and shall be deemed to have been made again at Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), shall then be true and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andcorrect; (b) all actions Sellers shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing procured all of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or third party consents specified in the aggregate, a Material Adverse EffectSection 5.1(b) above; (c) Buyer Each of the covenants and other obligations of Sellers to be performed by them or any of them on or before Closing pursuant to the terms hereof shall have obtained debt or equity financing on terms been duly performed and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andcomplied with in all material respects; (d) No action, suit, or proceeding shall be pending before any court or governmental agency or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Buyer to own the Acquired Assets and to operate the former businesses of Sellers; (e) Each Seller shall have received the delivered to Buyer Fairness Opinion a certificate, in form and substance reasonably satisfactory to Buyer, to the effect that each of the conditions specified above in Section 8.1(a)-(d) has been satisfied in all respects with respect to such Seller; (f) Buyer and its representatives shall have been provided full and complete access to the books and records, financial statements, Tax Returns, facilities, employees and such opinion other information of Sellers as Buyer may have reasonably requested to evaluate the business, operations, properties, assets, Liabilities and prospects of Sellers. If, in its sole discretion, Buyer decides for any reason not to proceed with the transactions contemplated hereby, then Buyer may terminate this Agreement by giving notice thereof to Sellers on or prior to the Closing Date; (g) (i) Each of the Persons listed on Schedule 8.1(g)(i) shall be have executed and delivered to Buyer a release in full force the form attached hereto as Exhibit “F” releasing PSC from any and effect all claims that such Person may have against PSC as of the Closing Date, and (ii) each of the Persons listed on Schedule 8.1(g)(ii) shall have executed and delivered to Buyer a release in the form attached hereto as Exhibit “G” releasing SSC from any and all claims that such Person may have against SSC as of the Closing Date; (h) All actions to be taken by Sellers or any of them in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby are reasonably satisfactory in form and substance to Buyer; (i) Icon Sleep Texas, LP (“Icon”) shall have executed and delivered to Buyer an agreement in form and substance satisfactory to Buyer in its sole discretion indemnifying Buyer against any inaccuracy in or breach of any of the representations and warranties made by Sellers in Sections 3.2, 3.3, 3.4 and/or the second sentence of Section 3.5 hereof; (j) All Security Interests (other than the Permitted Encumbrances) affecting the Acquired Assets (or any of them) shall have been terminated; (k) Buyer have entered into a Real Estate Lease Agreement with Southlake Sleep, LP covering the premises located at 000 X, Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx on terms satisfactory to Buyer in its sole discretion; (l) Buyer have entered into a Real Estate Lease Agreement with Xxxx Park, Inc. covering the premises located at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxx on terms satisfactory to Buyer in its sole discretion; (m) Xxxxxxx Xxxxxx, XX, M.D. (“Xxxxxx”) shall have assigned to Buyer all of his right, title and interest in and to that certain Lease Agreement, dated October 18, 2005, between Xxxxxx and Court Square Leasing Corporation (“CSL”), Buyer shall have assumed all obligations and liabilities of Xxxxxx arising or accruing under such Lease Agreement from and after the Closing Date, and CSL shall have consented in writing to such assignment and assumption; (n) Xxxxxx shall have assigned to Buyer all of his right, title and interest in and to that certain Lease Agreement, dated December 18, 2005, between Xxxxxx and US Express Leasing (“US Express”), Buyer shall have assumed all obligations and liabilities of Xxxxxx arising or accruing under such Lease Agreement from and after the Closing Date, and US Express shall have consented in writing to such assignment and assumption; (o) Icon shall have transferred to Buyer, free and clear of any Security Interests, all of the assets identified on Schedule 8.1(n) for a purchase price of $1,100,000. Such transfer shall be evidenced by a Xxxx of Sale executed by Icon in favor of Buyer in form and substance satisfactory to Buyer in its reasonable discretion; (p) FMB Medical Equipment LLC (“FMB”) shall have transferred to Buyer, free and clear of any Security Interests, all of the assets identified on Schedule 8.1(o) for a purchase price of $340,000. Such transfer shall be evidenced by a Xxxx of Sale executed by FMB in favor of Buyer in form and substance satisfactory to Buyer in its reasonable discretion; and (q) The transactions contemplated by the Waco Agreement shall have been consummated prior to or contemporaneous with the Closing.

Conditions to the Obligations of Buyer. The (a) Without limiting any of the rights of Buyer elsewhere set forth in this Agreement, it is agreed that the obligations of Buyer to consummate the Closing are under this Agreement shall be subject to the satisfaction of the conditions set forth following further conditions:("Buyer's Conditions"): (i1) Sellers Seller shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior hold good and clear record and marketable fee simple title to the ClosingProperty free and clear of any and all tenancies and other occupancies, liens, encumbrances, conditions, easements, assessments, restrictions and other conditions, except the Permitted Exceptions. (ii2) the All of Seller's representations and warranties of Sellers contained set forth in this Agreement Section 9(a) remain true and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true correct in all material respects. (3) If Buyer elects to assume the Existing Loan, in each case at and as of the Closing Date as if made at and as of Date, the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion Existing Loan shall be in full force and effect effect, with no uncured Events of Default or right to accelerate occurring thereunder. (4) If Buyer elects to assume the Existing Loan, as of the Closing Date, all necessary approvals have been obtained from Existing Lender and any other unaffiliated third party to effectuate Buyer's assumption of the Existing Loan (b) Each of Buyer's Conditions is for the benefit of Buyer, and, accordingly, any such condition may be waived by Buyer at any time. (c) If any Buyer's Conditions shall not have been fulfilled or otherwise satisfied or waived by Buyer, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Buyer, and this Agreement shall, thereafter, be deemed to be null, void and of no further force or effect, and neither party shall have any further rights or obligations under this Agreement, subject to the provisions of Section 20 of this Agreement.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer at the Closing to consummate the Closing are transactions contemplated by this Agreement will be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following further conditions: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects, in each case at and as of the Closing Date as if respects when made at and as of the Closing Date (without reference to any updated Seller Disclosure Schedule) (except to the extent that a representation or warranty expressly speaks representations and warranties that are made as of a specified specific date or period need be true and correct in all material respects only as of timesuch date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne . Notwithstanding anything to the foregoing effect; andcontrary contained in this Agreement, this Section 8.1(a) will be deemed to have been satisfied even if such representations and warranties are not true or correct in all material respects as of the Closing Date unless the failure of any of the representations or warranties to be so true and correct has had a Material Adverse Effect. (b) all actions The covenants of Seller to be performed on or prior to the Closing Date shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or duly performed in the aggregate, a Material Adverse Effect;all material respects. (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and been furnished with (di) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect a certificate executed by an authorized officer of Seller, dated as of the Closing Date, certifying that the conditions contained in Sections 8.1(a) and 8.1(b) have been fulfilled and (ii) the other documents and instruments required to be delivered by Seller pursuant to Section 2.5(b). (d) No order, decree or judgment of any court or tribunal of competent jurisdiction that makes the consummation of the purchase and sale of the Acquired Parent Shares illegal shall have been issued and be in effect. (e) The waiting periods required by applicable Competition Law, and any extensions of any such waiting periods obtained by request or other action of the applicable Governmental Authority, shall have expired or been waived or terminated. (f) The Pre-Closing Reorganization Transactions shall have been completed in all material respects. (g) There shall not have occurred any Material Adverse Effect since the date of the latest balance sheet included in the Financial Information. (h) Any approval by any works council of this Agreement or any of the transactions contemplated by this Agreement required by applicable Law, if any, shall have been received by Seller or the applicable Acquired Company.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects, in each case both at and as of the date of this Agreement and at and as of the Closing Date Date, as if made at and as of the Closing Date such time (except to the extent that a representation or warranty expressly speaks made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Seller. (b) Seller shall have performed or complied with in all material respects all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing. (c) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, executed on behalf of Seller by an authorized Representative thereof, certifying that the conditions specified date in Sections 6.1(a) and 6.1(b) have been fulfilled. (d) Seller shall have delivered copies of any and all surveys of the Real Property in Seller’s possession, and the Title Company shall be irrevocably prepared to issue the Title Policies, subject only to Buyer’s payment of the premiums. (e) The Buyer Approvals and the Seller Approvals shall have been duly made, given or period obtained and shall be in full force and effect. (f) No order issued by any court of timecompetent jurisdiction preventing the consummation of the transactions contemplated by this Agreement shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an order be pending, nor shall there be any action taken, or any Law enacted, entered or enforced that would prohibit the consummation of the transactions contemplated hereby that has not been subsequently overturned or otherwise made inapplicable to this Agreement. (g) The consummation of the transactions contemplated under the MS Hub MIPA shall occur simultaneously with the Closing. (h) Since July 31, 2007, there shall not have occurred any change, development, event, effect, condition or occurrence, either individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to the ownership or development of the Real Property or condition (financial or otherwise) of the Real Property taken as a whole; provided, however that (x) no change, development, event, effect, condition or occurrence that is disclosed in the Disclosure Schedule shall result in a failure of the condition set forth in this Section 6.1(h), and (iiiy) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne any change, development, event, effect, condition or occurrence to the foregoing effect; and extent attributable to or resulting or arising from any of the following shall not result in a failure of the condition set forth in this Section 6.1(h): (bi) all actions shall have been takenany business, financial or economic change generally affecting the economic conditions in the industries or markets in which Seller operates, (ii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or consents obtainedthe occurrence of any military or terrorist attack occurring prior to, with respect to permits, licenses, authorizations and contracts relating to on or after the Purchased Assets such date of this Agreement; provided that the Closing none of the Transactions will not constitute a default under conditions or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to haveevents described in this clause (ii) results, individually or in the aggregate, in the destruction or loss of use of any material portion of the Real Property, (iii) proposed or adopted legislation or any other proposal or enactment by any Governmental Authority; provided that none of the changes, developments, events, effects, conditions or occurrences described in the foregoing clauses (i) through (iii) has a Material Adverse Effect; materially disproportionate effect on Seller with respect to the Real Property (crelative to other owners of similar real property) Buyer shall have obtained debt or equity financing on terms (iv) changes in Tax or accounting requirements or principles or the interpretation thereof (other than any such change that is targeted specifically and conditions reasonably satisfactory solely to it sufficient Seller or any of its Affiliates with respect to pay the Purchase Price and related fees and expenses; and (dReal Property). Any determination as to whether any change, development, event, effect, condition or occurrence has resulted in a failure of the condition set forth in this Section 6.1(h) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force made only after taking into account all benefits and effect as costs of the Closing Datesuch change, development, event, effect, condition or occurrence.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the Closing are transactions contemplated hereby shall be subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at fulfillment, on or prior to the ClosingClosing Date of the following conditions, any one or more of which may be waived by Buyer: (iia) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such The representations and warranties of Seller contained herein shall be true and correct in all material respects, in each case at and respects as of the Closing Date as if though such representations and warranties were made at and as of such date, except to the extent that such representations and warranties address matters only as of a particular date, in which case, such representations and warranties shall be true and correct as of such date and, in each case, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect”, in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date (except or such other date, if applicable). (b) Seller shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the extent that a representation or warranty expressly speaks as Closing. (c) Each of a specified date or period the consents, waivers, approvals, authorizations and Permits set forth on Schedule 7.2(c) shall have been obtained. (d) No fewer than seventy-five percent (75%) of time), and the Business Employees to whom Buyer has offered employment pursuant to Section 6.7(a) shall have accepted such offers of employment in writing. (iiie) Buyer shall have received a certificate signed by a duly authorized officer all of Metaldyne the agreements, documents and other items specified in Section 3.3. (f) During the period from the date hereof to the foregoing effect; andClosing Date, no event shall have occurred and be continuing which has resulted in a Material Adverse Effect. (bg) all actions No temporary restraining order, preliminary or permanent injunction or other order or decree by any court of competent jurisdiction that prevents the consummation of the transactions contemplated hereby or imposes material conditions with respect thereto shall have been issued and remain in effect (each Party agrees to use its commercially reasonable efforts to have any such injunction, order or decree lifted) and no action shall have been taken, and no statute, rule or consents obtainedregulation shall have been enacted, by any Governmental Authority that would prevent the consummation of the transactions contemplated hereby or impose material conditions with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Datethereto.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing transactions contemplated hereby are subject to the satisfaction of the following further additional conditions, unless waived by the Buyer in writing: (a) (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers contained Parent, Rodeo, Inc. and Seller set forth in this Agreement and in Agreement, when read without any certificate exception or other writing delivered by Sellers pursuant hereto that are qualified by qualification as to materiality or reference to Material Adverse Effect shall be trueEffect, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and correct as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date (except as to the extent that a any such representation or and warranty expressly which speaks as of a specified date specific date, which shall be true and correct as of such date) except where the failure to be so true and correct would not individually or period in the aggregate reasonably be expected to have a Material Adverse Effect; (ii) Rodeo, Inc. shall own 100% of time), the GP Interest and 100% of the Incentive Distribution Rights; (iii) Buyer Seller shall own all of the issued and outstanding Subordinated Units; (iv) Parent, Rodeo, Inc. and Seller shall have received a certificate signed performed all obligations and complied with all agreements and covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with by a duly authorized officer them under Article VI of Metaldyne this Agreement prior to the foregoing effectClosing; andand (v) Parent, Rodeo, Inc. and Seller shall have performed all other obligations and complied with all other agreements and covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with by them under this Agreement prior to the Closing in each case in all material respects . (b) all actions Parent, Rodeo, Inc. and Seller shall have been taken, obtained all approvals and consents necessary or consents obtained, with respect to permits, licenses, authorizations and contracts relating to required for the Purchased Assets such that the Closing consummation of the Transactions will not constitute a default under or cause or permit the terminationtransactions contemplated by this Agreement, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures those approvals and consents the failure of which to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, have a Material Adverse Effect;. (c) Buyer Since the date of this Agreement there shall not have obtained debt occurred any event, change, effect or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; anddevelopment that, individually or when considered together with any other event, change, effect or development, has had or would have a Material Adverse Effect. (d) At the Closing, each of Parent, Rodeo, Inc. and Seller shall have delivered to Buyer an officer's certificate, duly executed by their respective chief financial officers, or, in the case of Seller, its managing member, in the form attached hereto as Exhibit I, stating that the conditions to Closing set forth in Section 7.02(a) have been satisfied. (e) At the Closing, each of Parent, Rodeo, Inc. and Seller shall have delivered to Buyer a Secretary's Certificate, in the form attached hereto as Exhibit J. (f) Buyer shall have received the Buyer Fairness Opinion agreements referred to in form Sections 2.04(a), (b) and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of (c) executed by all parties thereto (except the Closing DateBuyer).

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated hereby is subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them or waiver at or prior to the Closing, of each of the following conditions: (iia) On the Closing Date, the representations and warranties of Sellers contained Seller set forth in Article III of this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true and correct in all material respects, in each case at and respects as of the Closing Date as if though such representations and warranties had been made at on and as of the Closing Date (except to in the extent case of any representation and warranty that a representation or warranty expressly speaks as of any other date, in such case, such representation and warranty shall be true and correct in all material respects as of such date); PROVIDED, THAT the foregoing condition shall be deemed satisfied with respect to any representation and warranty that is untrue at any time if the failure of such representation and warranty to be true would not have a specified date or period of timeMaterial Adverse Effect. Buyer shall have received at the Closing a certificate (the "SELLER'S CLOSING CERTIFICATE"), dated the Closing Date, signed by the President or a Vice President of Seller to the foregoing effect and to the effect set forth in subsection (b) below; PROVIDED THAT the qualification with respect to Material Adverse Effect set forth in the proviso to the preceding sentence shall be of no force and effect for purposes of the indemnification rights of Buyer pursuant to Section 7.5 hereof insofar as the Seller's Closing Certificate is concerned. (b) Seller shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date, and Buyer shall have received the Seller's Closing Certificate to such effect. (c) During the period from the date hereof to the Closing Date, there shall not have occurred a Material Adverse Effect. (d) All corporate proceedings to be taken by Seller, the Asset Affiliates and the Conveyed Subsidiaries in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer. (e) Seller shall have delivered to Buyer the items referred to in Section 1.7 hereof. (f) Seller shall have delivered to Buyer releases of (i) Liens pursuant to the Credit Agreement, dated as of December 19, 1995, as amended between Seller, the lenders party thereto and General Electric Capital Corporation and (iiiii) Liens of First National Bank of Boston. (g) (i) (A) There shall have been received all necessary consents from third parties to the assignment of the contracts, licenses, leases and other agreements set forth in Section 6.2(g)(i) of the Seller Disclosure Schedule or (B) Seller shall have provided to Buyer substantially equivalent arrangements with respect to the contracts, licenses, leases and other agreements set forth in Section 6.2(g)(i) of the Seller Disclosure Schedule; PROVIDED THAT the replacement of any contract, license, lease or other agreement with such arrangements shall not, in the aggregate, have a material adverse impact on the operation of the Business and (ii) Seller shall have obtained either the assignment described in clause (i) of Section 6.2(g)(ii) of the Seller Disclosure Schedule or the license described in clause (ii) of Section 6.2(g)(ii) of the Seller Disclosure Schedule. (h) The condition set forth in the first sentence of clause (A)(xiv) contained on page 9 of the commitment letter, dated July 18, 1997 (a copy of which has been previously delivered to Seller), shall have been satisfied or waived. (i) Buyer shall have received a certificate signed by a duly authorized officer written opinion dated as of Metaldyne the Closing Date from Skadden, Arps, Slate, Meagxxx & Xlom XXX, counsel to Seller, in substantially the foregoing effect; andform attached hereto as Exhibit F. (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (dj) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such a written opinion shall be in full force and effect dated as of the Closing Date.Date from Deacons Grahxx & Xamex, Xxstralian counsel to Seller, in substantially the form attached hereto as Exhibit G. (k) Buyer shall have received a written opinion dated as of the Closing Date from Chapxxx Xxxxx Xxxffield Young, New Zealand counsel to Seller, in substantially the form attached hereto as Exhibit H.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.2.1. All representations and warranties of Seller shall be contained in this Agreement are, if specifically qualified by materiality, true in all respects and, if not so qualified, are true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (except Date. 9.2.2. Seller has performed and complied in all material respects with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that Closing. 9.2.3. Buyer has received a representation or warranty expressly speaks certificate executed by an executive officer of Seller, dated as of a Closing, reasonably satisfactory in form and substance to Buyer, certifying that the conditions specified date in Sections 9.2.1 and 9.2.2 have been satisfied. 9.2.4. Seller has delivered to Buyer evidence that all of the Required Consents have been obtained or period of time), given and (iii) are in full force and effect. 9.2.5. Buyer shall have received a certificate signed by a duly authorized officer an opinion of Metaldyne Xxxx, Raywid & Xxxxxxxxx, special FCC counsel to the foregoing effect; and (b) all actions shall have been takenSeller, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that dated as of the Closing of the Transactions will not constitute a default under or cause or permit the terminationDate, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;form of EXHIBIT H. (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) 9.2.6. Buyer shall have received an opinion of Cairncross & Hempelmann, P.S., counsel to Seller, dated as of the Closing Date, in the form of EXHIBIT I. 9.2.7. There shall not have occurred any material adverse change in the Assets or the financial condition or operations of the Business. 9.2.8. Seller shall have obtained and delivered to Buyer Fairness Opinion certificates in form acceptable to Buyer, dated as of the Closing Date, executed by the lessor of each of the Real Property held under lease by Seller, each certifying that the respective lease has not been modified except as shown, is in full force and effect, and that the parties are not in default thereunder, and stating the amount of the rent payable thereunder. 9.2.9. Other than Permitted Encumbrances, there shall exist no Title Defects specified in a timely Title Objection Notice which the Title Company shall not have deleted from the Title Commitments or, with the consent of Buyer, committed to insure over by endorsement. 9.2.10. Seller shall have delivered to Buyer releases, in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as Buyer, of all Encumbrances affecting any of the Closing DateAssets other than Permitted Encumbrances. 9.2.11. Buyer shall have received the irrevocable written commitment of the Title Company to deliver to Buyer ALTA Form B (1982 Rev.) owner's policies of title insurance, insuring Buyer's fee or leasehold title, as applicable, in each parcel of the Real Property, and endorsed to delete or modify to the reasonable satisfaction of Buyer the standard printed exceptions, and to delete or (if Buyer shall have consented thereto) insure over by endorsement any Title Defects (the "TITLE POLICIES");

Conditions to the Obligations of Buyer. The All obligations of Buyer with respect to consummate the Closing are shall be subject to the satisfaction satisfaction, on or prior to the Closing Date, of each of the following further conditions, any one or more of which may be waived by Buyer: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) Other than the representations and warranties of Sellers Seller contained in Section 2(a), (b), (d), (g) and (t), the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects, respects (in each the case at of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date with the same effect as if though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 2(a), (b), (d), (g) and (t) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except to the extent those representations and warranties that a representation or warranty expressly speaks address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); (ii) Seller shall have complied in all material respects with its covenants and agreements set forth in this Agreement, except as to those covenants and agreements to be performed or period of time)observed after the Closing Date; (iii) There shall have been no material adverse change to the Company’s Business, assets, operations or financial condition between the date hereof and the Closing Date; (iv) No action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any governmental authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; (iiiv) Seller shall have duly executed and delivered the Assignment to Buyer; (vi) Each party other than Buyer shall have duly executed and delivered to Buyer the Fourth Amendment to Management Agreement in form satisfactory to Buyer and Seller (the “Amended Management Agreement”); (vii) Seller shall have duly executed and delivered to Buyer the Inter Se Agreement Regarding Management Agreement in form satisfactory to Buyer and Seller (the “Inter Se Agreement”); (viii) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 6(a)(i) and (ii) have been satisfied; (ix) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under Secretary or cause an Assistant Secretary (or permit equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the terminationmanaging member of Seller authorizing the execution, cancellationdelivery and performance of this Agreement and any Transaction Agreements and the consummation of the transactions contemplated thereby, acceleration or other change of any right or obligation or and that all such resolutions are in full force and effect and are all the loss of any benefit to which resolutions adopted in connection with the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer transactions contemplated hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effectand thereby; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (dx) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (xi) Buyer Fairness Opinion in form shall have received resignations of such managers and substance reasonably satisfactory officers of the Company as to which Buyer and such opinion shall be in full force and effect have requested resignation, effective as of the Closing Date; (xii) Seller shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company from the secretary of state of California; (xiii) Seller shall have delivered to Buyer a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; and (xiv) Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement and any Transaction Agreement.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (ia) Sellers The representations and warranties of Seller in this Agreement shall have performed be true and correct in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in without regard for any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties qualifiers therein) as of Seller shall be true in all material respects, in each case at the date of this Agreement and as of the Closing Date with the same force and effect as if though such representations and warranties had been made at and as of the Closing Date (except such time, other than representations and warranties that speak as of another specific date or time prior to the extent that a representation or warranty expressly speaks date hereof (which need only be true and correct as of a specified such date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to except where the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument failure to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that so true and correct would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;. (b) Seller shall have performed or complied with, in all material respects, all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing. (c) Buyer No circumstance, change or effect shall have obtained debt occurred which has had or equity financing on terms has, individually or in the aggregate with all other circumstances, changes and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andeffects, a Material Adverse Effect. (d) Buyer Seller shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory delivered to Buyer a certificate, dated as of the Closing Date, executed on behalf of Seller by an authorized executive officer thereof, certifying in such detail as Buyer may reasonably request that the conditions specified in Section 8.2(a) and such opinion Section 8.2(b) have been fulfilled. (e) The Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect effect. (f) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, which complies with Section 1445 of the Code, of non-foreign status executed in accordance with the provisions of the Foreign Investment in Real Property Tax Act.

Conditions to the Obligations of Buyer. The obligations In addition to the conditions set forth in Section 4.1, the obligation of Buyer to consummate this Agreement and the Closing Transactions are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment, at or prior to the Closing, of the following additional conditions precedent: (iia) Each of the representations and warranties of Sellers the Company contained in this Agreement Section 2 shall be true and correct in any certificate or other writing delivered by Sellers pursuant hereto all material respects (except for such representations and warranties that are qualified by materiality or Material Adverse Effect shall be truetheir terms as to materiality, and all other such which representations and warranties of Seller as so qualified shall be true and correct in all material respects, in each case at ) as of the date of this Agreement and as of the Closing Date as if though made at on and as of the Closing Date Closing; and the Company shall, on or before the Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Closing. (except b) There shall have been no event or series of events that has had or could reasonably be expected to have a Material Adverse Effect since December 31, 2002. (c) The Company shall have executed and delivered to Buyer the note (the “Note”), substantially in the form set forth in Exhibit B hereto. (d) The Company and each of the Subsidiaries shall have executed and delivered to Buyer the guarantee and security agreement (the “Security Agreement”), substantially in the form set forth in Exhibit C hereto. (e) The Company shall have executed and delivered to Buyer the pledge agreement (the “Pledge Agreement”), substantially in the form set forth in Exhibit D hereto. (f) All of the members of the Board of Directors immediately prior to the extent that date hereof other than Pxxx Xxxxx, Jxxx X. Xxxx and Dxxxx Q. Xxxx shall have submitted their written resignations as directors to the Board, and copies thereof shall have been provided to Buyer. (g) The Board of Directors of the Company shall have elected: (i) Sxxxxxx X. Xxxxx as a representation or warranty expressly speaks director and Chairman of the Board of Directors of the Company; (ii) Mxxxxx Xxxxxx as a director and Vice Chairman of a specified date or period the Board of time), Directors of the Company; and (iii) Mxxxx Xxxx as director of the Company, effective as of the date hereof. (h) The Board of Directors of the Company shall have elected Yxxxxx Xxxxxxx as director of the Company, to take office with no further action by the Company or the Board of Directors on the eleventh day after the Company files with the SEC and transmits to all holders of record of Common Stock the information set forth in Rule 14f-1 promulgated under the Exchange Act (such date, the “Board Effective Date”). (i) The Board of Directors of the Company shall have (A) designated a special committee (the “Special Committee”), such designation to become effective, with no further action by the Company or the Board of Directors, on the Board Effective Date, (B) to appoint Jxxx X. Xxxx, Yxxxxx Xxxxxxx and Mxxxxx Xxxxxx as members of the Special Committee and (C) to delegate to the Special Committee the power to make all decisions concerning the timing and amount of all borrowings under the Loan Agreement and the appointment of a Chief Operating Officer and other executive officers of the Company. (j) The Board of Directors shall have amended the Company’s By- - laws to provide that any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the outstanding voting stock of the Company, voting together as a single class. (k) The Board of Directors shall have authorized and recommended that the shareholders of the Company approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to 60,000,000. (l) The Company shall have delivered to Buyer an opinion of Sxxx Pxxxxxx LLP in the form attached as Exhibit E hereto. (m) Buyer shall have received a certificate signed by of a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been takenCompany, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect dated as of the Closing Datedate hereof, certifying that the resolutions of the Board of Directors set forth in paragraphs (g) through (k) of this Section 4.2 attached thereto were duly adopted and have not been rescinded or amended. (n) The Company shall have issued to Buyer one or more certificates representing the Shares.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingE-56 Closing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.2.1 All representations and warranties of Seller shall be contained in this Agreement are, if not specifically qualified by materiality, true in all respects and, if so qualified, are true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except for changes specifically permitted or contemplated by this Agreement. 9.2.2 Seller has performed and complied in all material respects with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that a representation Closing. 9.2.3 Seller has executed (or warranty expressly speaks as caused to be executed) and delivered to Buyer each of a specified date or period of time), and the following items: (iiia) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andXxxxxxx Money Escrow Agreement; (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or Indemnity Escrow Agreement substantially in the aggregate, a Material Adverse Effectform attached hereto as Exhibit B; (c) the Xxxx of Sale substantially in the form attached hereto as Exhibit C; (d) the Assignment and Assumption of Contracts Agreement substantially in the form attached hereto as Exhibit D; (e) the Assignment and Assumption of Equipment Rental Agreements substantially in the form attached hereto as Exhibit E; (f) Non-Competition Agreements signed by Seller and Buyer shall in the form attached hereto as Exhibits F-1 and F-2; (g) an opinion letter from Seller's legal counsel dated the Closing Date substantially in the form attached hereto as Exhibit G (the final opinion letter must be approved by Buyer at least two (2) days prior to Closing); (h) certificates of good standing for Seller from the Iowa and Nebraska Secretaries of State; and (i) motor vehicle title certificates and such other transfer instruments as Buyer may reasonably deem necessary or advisable to transfer the Assets to Buyer and to perfect Buyer's rights in the Assets. 9.2.4 Seller has delivered to Buyer: (a) evidence, in form and substance satisfactory to Buyer, that all of the Required Consents have been obtained debt or equity financing given on terms and conditions reasonably satisfactory acceptable to it sufficient Buyer in its sole discretion and are in full force and effect, including without limitation approval of the transfer to pay Buyer of the Purchase Price Member Agreement on terms and related fees conditions acceptable to Buyer in its sole discretion; and expenses(b) to the extent obtained by Seller, the estoppel certificates or similar documents described in Section 7.4; and and (dc) Buyer shall have received the Buyer Fairness Opinion evidence, in form and substance satisfactory to Buyer, from the NRTC that all invoices due have been paid and Seller is not in default with the NRTC. 9.2.5 No action, proceeding or investigation has been instituted or threatened prior to Closing by or before any court or Governmental Authority which would, if determined adversely to Buyer's interest, materially impair the ability of Buyer to realize the benefits of the transactions contemplated by this Agreement. Nothing in this Section 9 shall be construed so as to give Buyer any unfair option to delay or avoid closing on this transaction and in any event, there must be a reasonable basis supported by fact to invoke the protection of this provision. 9.2.6 Seller has delivered releases, in form reasonably satisfactory to Buyer Buyer, of all Encumbrances affecting any of the Assets (other than Permitted Encumbrances) and, to the extent that the relevant jurisdictions provide them, a certificate of no taxes due with respect to Seller and the Assets issued by appropriate state taxing authorities as of a date no earlier than 10 days prior to the Closing, or, if no such opinion shall be certificate is available, a certificate signed by the chief financial officer of Seller stating that all taxes currently due have been paid in full. 9.2.7 Seller has delivered to Buyer: (a) a certificate, dated the Closing Date, signed by Seller's chief executive officer, stating that to the best of his knowledge in his corporate capacity the conditions set forth in Sections 9.2.1 and 9.2.2 are satisfied; (b) a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller, and a certificate of Seller, dated as of the Closing, that such resolutions were duly adopted and are in full force and effect as of the Closing Datedate of Closing; and (c) such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing Contemplated Transactions are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment at or prior to the ClosingClosing of each of the following additional conditions, any or all of which may be waived in writing in whole or part by the Buyer to the extent permitted by applicable Law: (iia) the The representations and warranties of Sellers each of the Company and the Stockholders contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are herein qualified by as to materiality or Company Material Adverse Effect shall be true, true and correct in all other such representations respects and warranties of Seller those not so qualified shall be true and correct in all material respects, in each case respects as of the date hereof and at and as of the Closing Date as if though such representations and warranties were made at and as of the Closing Date such date (except to the extent that a representation or warranty expressly speaks for representations and warranties made as of a specified date or period date, which shall speak only as of timethe specified date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Each of the Company and the Stockholders shall have been takenperformed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or consents obtained, complied with respect by them prior to permits, licenses, authorizations and contracts relating to or at the Purchased Assets such that the Closing time of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;Closing. (c) Buyer All of the Company Consents set forth in Section 7.2(c) of the Company Disclosure Schedule shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andbeen obtained. (d) Buyer All proceedings of the Company and the Stockholders that are required in connection with the Contemplated Transactions shall have received the Buyer Fairness Opinion be reasonably satisfactory in form and substance reasonably satisfactory to the Buyer and its counsel, and the Buyer and its counsel shall have received such opinion shall evidence of any such proceedings, good standing certificates, organizational and governing documents, certified if requested, as may be reasonably requested and as is customary in full force transactions such as this one. (e) All stockholders agreements, voting agreements, registration rights agreements and effect as similar agreements between or among the Company and the Stockholders, and all other agreements set forth in Section 7.2(e) of the Closing DateCompany Disclosure Schedule, shall have been terminated and shall cease to be of force or effect.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate hereunder are, at the Closing are option of Buyer, subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the 8.1. The representations and warranties of Sellers the Seller and the Principals contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller herein shall be true in all material respects, in each case and correct on the date when made and at and as of the Closing Date as if then made and the Seller and the Principals shall have performed and complied with all agreements, covenants and conditions required hereunder to be performed or complied with by them prior to or at the Closing. 8.2. At the Closing, Buyer shall have received an opinion dated the Closing Date, from Morgan, Lewis & Bockius LLP, counsel for the Seller, in form and as xxxxxxxxx xxxsonxxxx xxtisfactory to Buyer. 8.3. Buyer shall have received certified copies of the Closing Date resolutions of the Board of Directors and shareholders of the Seller authorizing and approving this Agreement. 8.4. There shall not be any order, injunction or decree of any court having jurisdiction to restrain, enjoin, invalidate or otherwise prevent this Agreement and the consummation of the transactions contemplated hereby, and there shall not be any litigation or proceeding by any commission, agency or department of the federal or any foreign, state or local government to restrain, enjoin, invalidate or otherwise prevent this Agreement and the consummation of the transactions contemplated hereby. 8.5. All governmental approvals required for the consummation of this Agreement and the other transactions contemplated hereby shall have been obtained and all consents and approvals of any other persons required for the consummation of this Agreement and the other transactions contemplated hereby, the withholding of which would have a material adverse effect on the financial condition or business of the Seller, shall have been obtained. 8.6. At the Closing, Buyer shall have received from each state or other jurisdiction in which the Seller is incorporated or qualified as a foreign corporation, good standing (except or equivalent) certificates dated within thirty days prior to the extent that a representation Closing Date, as to the due incorporation or warranty expressly speaks as organization, legal existence and qualification of a specified date the Seller in such jurisdiction. 8.7. Since the Balance Sheet Date, there shall have been no material adverse change in the properties, assets, business, results of operations or period financial condition of timethe Seller. 8.8. All legal matters in connection with this Agreement and the transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to Stroock & Stroock & Lavan LLP, counsel to Buyer, and Buyer and such counsel shall havx xxxeived such documents and instruments, or copies thereof (certified if requested), and (iii) as they may have reasonably requested. 8.9. Buyer shall have received a certificate signed of the Seller executed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been takenits President, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that dated the Closing of the Transactions will not constitute a default under or cause or permit the terminationDate, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect Buyer, certifying as to the fulfillment on behalf of the Closing DateSeller of the conditions specified in paragraphs 8.1, 8.4, 8.5 and 8.7 hereof. 8.10. Each of the Principals shall have entered into an employment agreement with the Buyer in substantially the form of Exhibit B attached hereto.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are is subject to the satisfaction of the following further conditions, any of which may be waived by Buyer in writing: (i) There shall not have occurred any change concerning, or other event affecting, any Sellers or the Business that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect, (ii) each Seller shall have performed in all material respects all of their its obligations hereunder required to be performed by them at it on or prior to before the ClosingClosing Date, (iiiii) the representations and warranties of Sellers contained in this Agreement at the time of execution and delivery and in any certificate or other writing delivered by Sellers any Seller pursuant hereto that are qualified by hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect shall be trueEffect, and all other such representations and warranties of Seller shall be true and correct in all material respects, in each case respects at and as the date of this Agreement and as of the Closing Date Date, as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified such date or period of time), and (iiiiv) Buyer shall have received a certificate signed by a duly authorized officer the President and Chief Executive Officer of Metaldyne each Seller to the foregoing effect; and. (b) No court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining the effective operation by Buyer of all actions or any portion of the Purchased Assets after the Closing Date and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or delay the Closing shall have been takeninstituted by any Person before any court, arbitrator or consents obtainedgovernmental body, with respect to permits, licenses, authorizations agency or official and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;pending. (c) Buyer shall have obtained debt received an opinion of Arent Fox PLLC, dated the Closing Date with respect to such matters as listed on Exhibit C. (d) Sellers shall have received all of the Required Consents listed on Schedule 10.02(d) and delivered same to Buyer. (e) Sellers shall have delivered to Buyer the tax clearance certificates identified in Section 5.12 and such other clearance certificates or equity financing on terms similar document(s) which may be required by any Tax authority to relieve Buyer of (x) any obligation to withhold Taxes in connection with the transactions contemplated by this Agreement and conditions reasonably satisfactory (y) any liability for Taxes (determining without regard to it sufficient provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate or other document. (f) Sellers shall have paid all sales and use taxes identified in Schedule 8.02(b) and all sales, use, transfer, stamp, documentary and other similar Taxes and recording and filing fees incurred in connection with the transactions contemplated by this Agreement. (g) Sellers shall have delivered to pay Buyer payoff letters with respect to the Purchase Price Laurus Debt and related fees any other Indebtedness of Sellers requested by Buyer and expensesreleases of any and all Liens held by third parties shall have been obtained. (h) On or prior to the Closing Date, Sellers shall have delivered or caused to be delivered to Buyer, each of the following: (i) certified copies of the certificate of incorporation and bylaws of each Seller and the resolutions of each Sellers’ boards of directors and each Seller’s stockholder(s) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and approving the consummation of the transactions contemplated hereby and thereby; (ii) certificates of the secretary of state of the jurisdiction(s) in which Sellers are incorporated and each jurisdiction where a Seller is qualified to do business stating that such Seller is in good standing; and (diii) such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby. (i) Parent shall prepare and shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory delivered to Buyer no less than three (3) business days prior to the Closing Date a balance sheet reflecting the consolidated assets and such opinion shall be in full force and effect liabilities of the Business estimated as of the Closing Date (the “Closing Balance Sheet”); (j) Sellers shall have executed and delivered to Buyer the Transition Services Agreement and any other documents in connection therewith; (k) On or prior to the Closing Date, Sellers shall have filed the requisite documents with the applicable government agencies to cause the change of corporate name of each Seller and their Affiliates in accordance Section 5.07 and shall have delivered to Buyer evidence satisfactory to Buyer of such name changes. (l) Sellers shall have paid, or caused to be paid, all accrued liabilities with respect to the Transferred Employees in accordance with Section 9.03 and shall have delivered to Buyer evidence satisfactory to Buyer of such payment. (m) Before the Closing Date, all of the Purchased Assets owned or held by any Transferring Affiliate shall have been properly assigned, transferred and delivered to ASOC and evidence thereof satisfactory to Buyer’s counsel shall have been delivered to Buyer. (n) Axeda Systems Limited shall have taken such action requested by Buyer, or Buyer’s counsel, to allow Buyer (or an affiliate thereof) to hire the Transferred Employees of Axeda Systems Limited, including releasing such Transferred Employees from their employment with, and any noncompetition obligations in favor of, Axeda Systems Limited. (o) No event shall have occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license, or disclosure of the source code for any Seller Software to any other Person without Buyer’s express written consent.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing are subject hereunder shall be subject, to the satisfaction of extent not waived by Buyer, to the following further conditions: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller set forth herein shall be true and correct in all material respects, in each case respects as of the date when made and shall be deemed to be made again at and as of the time of the Closing Date as if made and shall then be true and correct, provided, however, that for purposes of this condition, any representation or warranty that is by its terms limited to the knowledge of Sellers shall not be deemed so limited. (b) Each Seller shall have performed and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at and the Closing. (c) Each Seller shall deliver to Buyer a certificate, dated as of the Closing Date (except Date, signed by the Chief Executive Officer of such Seller, certifying to the extent that a representation or warranty expressly speaks fulfillment as to such Seller of a the conditions specified date or period of time), in subparagraphs (a) and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions hereof. (d) All corporate action required to be taken by Sellers in connection with the transactions contemplated by this Agreement shall have been taken, all documents incident thereto shall be reasonably satisfactory in substance and form to Buyer, and Buyer shall have received such originals or consents obtainedcopies of such documents as it may reasonably request. (e) No order of any court or governmental agency shall be in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement, with respect or that would limit or adversely affect the ability of Buyer to permits, licenses, authorizations and contracts relating to own or control the Purchased Assets or to operate the Business, nor shall there be pending or threatened in writing any action or proceeding by or before any such court or governmental agency seeking to prohibit or delay or challenging the validity of this Agreement or the transactions contemplated by this Agreement. (f) No suit, action, investigation, inquiry or proceeding by any person or entity or by any governmental body or other legal or administrative proceedings shall have been instituted that questions the Closing validity or legality of this Agreement, the consummation of the Transactions will not constitute a default under or cause or permit transactions contemplated hereby, the terminationsale of the Business and the Purchased Assets by the Seller, cancellation, acceleration or other change of any right or obligation or the loss operation of any benefit to which the Buyer would be entitled under any provision Business by Buyer. (g) There shall have been no material adverse change in the nature of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Sellers' Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregateworkforce of home health aides between the date hereof and the Closing Date. Specifically, but not by way of limitation of this provision, it shall be deemed a Material Adverse Effect;material change in Sellers' business if for the four weeks immediately prior to the Closing Date, Sellers have averaged fewer than 4,795 serviced hours in their combined operations, calculated in a manner consistent with Sellers' usual practice. (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (dh) Buyer shall have received the consent of the landlord to the assignment to Buyer Fairness Opinion of the Lease for the space located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx together with the landlord's estoppel letter concerning Home Health, or Sellers shall have waived Buyer's obligations to assume the Lease (in which event Buyer shall not have the right to occupy such premises). (i) Buyer shall have received the consent of the landlord to the assignment to Buyer of the Lease for the space located at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx together with the landlord's estoppel letter concerning HHA, or Sellers shall have waived Buyer's obligations to assume the Lease (in which event Buyer shall not have the right to occupy such premises). (j) Sellers' Closing documents described in Section 4.2 hereof in a form and substance reasonably satisfactory to Buyer shall have been executed and such opinion delivered. (k) Buyer shall have received all the Required Consents necessary to be in full force received by Buyer and effect as Sellers shall concurrent with the Closing surrender their home care licenses under Article 36 of the Closing DateNew York State Public Health Law. All parties hereto represent each knows of no reason why the Required Consents should not be issued and all parties shall diligently pursue the Required Consents. Each party agrees to assist the other from time to time in complying with reasonable requests for such information as may be required to obtain the Required Consents.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate hereunder are, at the Closing are option of Buyer, subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the 9.1. The representations and warranties of the Sellers and the Principals contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller herein shall be true in all material respects, in each case and correct on the date when made and at and as of the Closing Date as if then made and the Sellers and the Principals shall have performed and complied with all agreements, covenants and conditions required hereunder to be performed or complied with by them prior to or at and as of the Closing Date (except to Closing. 9.2. At the extent that a representation or warranty expressly speaks as of a specified date or period of time)Closing, and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that an opinion dated the Closing of Date, from counsel for the Transactions will not constitute a default under or cause or permit the terminationSellers, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer. 9.3. Buyer shall have received certified copies of the resolutions of the Board of Directors and shareholders of WRA authorizing and approving this Agreement. 9.4. There shall not be any order, injunction or decree of any court having jurisdiction to restrain, enjoin, invalidate or otherwise prevent this Agreement and the consummation of the transactions contemplated hereby, and there shall not be any litigation or proceeding by any commission, agency or department of the federal or any foreign, state or local government to restrain, enjoin, invalidate or otherwise prevent this Agreement and the consummation of the transactions contemplated hereby. 9.5. All governmental approvals required for the consummation of this Agreement and the other transactions contemplated hereby shall have been obtained, the withholding of which would have a material adverse effect on the financial condition or business of the Sellers, shall have been obtained. 9.6. At the Closing, Buyer shall have received from each state or other jurisdiction in which the Sellers are incorporated or qualified as a foreign corporation, good standing (or equivalent) certificates dated within thirty days prior to the Closing Date, as to the due incorporation or organization, legal existence and qualification of the Sellers in such jurisdiction. 9.7. Since the Balance Sheet Date, there shall have been no material adverse change in the properties, assets, business, results of operations or financial condition of the Sellers. Between the date hereof and the Closing Date, there shall not have been any material loss, damage or destruction to or of any of the assets, properties or business of Sellers, whether or not covered by insurance, nor shall the assets, properties or business of Sellers have been adversely affected in any way as a result of any fire, accident, or other casualty, war, civil strife, labor dispute, riot or act of God or the public enemy. 9.8. All legal matters in connection with this Agreement and the transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to Stroock & Stroock & Lavan LLP, counsel to Buyer, and Buyer and such opinion xxxxxel shall be in full force have received such documents and effect instruments, or copies thereof (certified if requested), as they may have reasonably requested. 9.9. Buyer shall have received a certificate of the Sellers executed by its President and partner, dated the Closing Date, in form and substance satisfactory to Buyer, certifying as to the fulfillment on behalf of the Sellers of the conditions specified in paragraphs 9.1, 9.5, 9.6, and 9.8 hereof. 9.10. Each of the Principals shall have entered into an employment agreement with the Buyer in substantially the form of Exhibit A attached hereto.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing are subject to the satisfaction or (to the extent permitted by Law) waiver by Xxxxx, with Buyer’s approval, on or prior to the Closing Date, of each of the following further conditions: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers contained Seller and each Beneficial Owner set forth in this Agreement and in any certificate or other writing delivered by Sellers them pursuant hereto hereto, both in the aggregate and individually, (i) that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true and correct in all respects and (ii) that are not so qualified shall be true and correct in all material respects, in each case at and as of the Closing Date as if made at on and as of the Closing Date (except to the extent that a representation or warranty any such representations and warranties speak expressly speaks as of a specified date an earlier date, in which case they shall be true and correct, or period true and correct in all material respects, as the case may be, as of timesuch earlier date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Seller and each Beneficial Owner shall have been takenperformed or complied in all material respects with all covenants, agreements and obligations required by this Agreement to be performed or consents obtained, complied with respect to permits, licenses, authorizations and contracts relating by Seller or such Beneficial Owner on or prior to the Purchased Assets such Closing Date. (c) There shall have not been a Material Adverse Effect or events or circumstances that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would could reasonably be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or result in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and. (d) Seller shall have delivered to Buyer a certificate dated as of the Closing Date, signed by Seller, certifying as to the satisfaction of the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c). (e) Seller shall have obtained all third party consents and approvals necessary for the consummation of the Closing, including, those listed on Schedule 5.3(e), in each case on terms reasonably satisfactory to Buyer. (f) Seller and the Beneficial Owners shall have received or obtained all consents and approvals from Governmental Authorities that are identified on Section 2.3 of the Buyer Fairness Opinion Disclosure Schedule as being necessary for the consummation of the Closing or Buyer’s operation of the Assets and the Business following the Closing, in form and substance each case on terms reasonably satisfactory to Buyer. (g) No Proceeding shall be threatened or pending before any Governmental Authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated herein. (h) None of the Contracts set forth on the Schedule 5.3(h) shall have been amended or otherwise modified without the prior written consent of Buyer and each such opinion Contract shall be in full force and effect as of the Closing. (i) Seller shall have delivered evidence reasonably satisfactory to Buyer that each of the Contracts listed on Schedule 5.3(i) has been terminated, effective as of the Closing Datewithout any liability to Buyer. (j) All of the Seller’s employees shall have executed and delivered to Seller the Employee Restrictions and Proprietary Information Agreement in the form attached hereto as Exhibit E. (k) Seller or each Beneficial Owner, as applicable, shall have executed and delivered (or caused to be executed and delivered) all of the agreements, certificates and other documents specified in Section 9.1, all in form and substance reasonably satisfactory to Buyer. (l) Seller shall have delivered evidence to Buyer that all of the conditions set forth on Schedule 6.3(l) attached hereto have been completed. (m) Parent shall have completed the Financing.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate consummate, or cause to be consummated, the Closing transactions contemplated by this Agreement are subject to the satisfaction of the following further additional conditions, any one or more of which may be waived in writing by Buyer: (ia) Sellers shall have performed in all material respects all Each of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by as to materiality or Material Adverse Effect shall be truetrue and correct, and all other such representations and warranties of Seller those not so qualified shall be true and correct in all material respects, in each case at respects both on the date hereof and as of the Closing Date Closing, as if made at and as of that time, each of the covenants and agreements of Seller to be performed as of or prior to the Closing Date shall have been duly performed in all material respects, except in each case for changes after the date hereof which are contemplated by or are expressly permitted by this Agreement; (except b) Seller shall have delivered to Buyer a certificate signed by an officer of Seller, dated as of the Closing Date, certifying that, to the extent best of the knowledge and belief of such officer, the conditions specified in Section 5.1, as they relate to Seller, and Section 5.2(a) have been fulfilled; (c) Subject to Section 2.4, Seller shall have delivered evidence that all third party consents and approvals set forth on Schedule 5.2(c) have been obtained; (d) Seller shall have delivered a representation copy of the Xxxx of Sale and Assignment and Assumption Agreement in a form reasonably satisfactory to Buyer and Seller (the “Xxxx of Sale”), duly executed by Seller; (e) Seller shall have delivered a copy of the Intellectual Property Assignment and Assumption Agreement in a form reasonably satisfactory to Buyer and Seller (the “IP Agreement”), duly executed by Seller; (f) Seller shall have delivered a copy of the Transition Services Agreement substantially in the form attached hereto as Exhibit A (the “Transition Services Agreement”) duly executed by Seller; (g) Seller shall have delivered a copy of the Supply Agreement substantially in the form attached hereto as Exhibit B (the “Supply Agreement”) duly executed by Seller; (h) Seller shall have delivered a copy of the Non-Competition Agreement substantially in the form attached hereto as Exhibit C (the “Non-Competition Agreement”) duly executed by Seller; (i) Seller shall have delivered a copy of the Manufacturing Agreement substantially in the form attached hereto as Exhibit D (the “Manufacturing Agreement”) duly executed by Seller; (j) Seller shall have delivered a grant deed for the Hollister Property in a form reasonably satisfactory to Buyer and Seller (the “Deed”), subject only to Permitted Encumbrances, duly executed and acknowledged by General Chemical West, LLC; (k) Seller shall have delivered, at Buyer’s expense, an ALTA 2006 Extended Coverage Owner’s Policy of Title Insurance for the Hollister Property (the “Title Policy”), issued by the Title Company, showing Buyer (or warranty expressly speaks Buyer’s designee) as the insured owner of fee simple title to such real property, and noting no exceptions or encumbrances other than (a) the Permitted Encumbrances, and (b) standard printed exceptions (other than those the deletion of which is necessary to make such policy an extended coverage policy), and containing the following endorsements: ALTA 9.5-06, environmental protection lien, contiguity, tax parcel, subdivision, zoning, same as survey, and access. General Chemical West, LLC shall have executed and delivered such affidavits and other documents reasonably required by the Title Company to issue the aforesaid policy of title insurance, together with any necessary transfer declarations; (l) Seller shall have delivered original title certificates for all titled vehicles or trailers, along with assignments thereof in form satisfactory to Buyer; and (m) Seller shall have delivered a specified date statement certifying that the seller of the Purchased Assets (for federal income tax purposes) is not a foreign person in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2). (a) Seller shall have delivered to Buyer written evidence reasonably acceptable to Buyer that the operation of the Transferred Real Property as currently operated is permitted under the applicable zoning requirements or period (b) (i) Buyer and Seller shall have hired local zoning counsel reasonably acceptable to them both, (ii) such counsel shall be pursuing a conditional use permit or other similar rights necessary for the operation after the Closing of time)the Transferred Real Property as it is currently operated, and (iii) Buyer such counsel shall have received a certificate signed by a duly authorized officer of Metaldyne informed Buyer and Seller that it is reasonable to believe that such permit or similar rights will be granted. (o) Seller shall (a) have obtained the foregoing effect; and title coverage contemplated in Section 10.18, or (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred delivered to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other actionan estoppel, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory acceptable to Buyer, stating that (i) the conditions set forth in the Special Use Restrictions have been satisfied and that there is no right to repurchase thereunder, and (ii) no event has occurred and no condition exists which, with the giving of notice or the passage of time or both, would constitute a default with respect to the Transferred Real Property under the Special Use Restrictions. (p) Seller shall have delivered to Buyer an estoppel, in form and such opinion shall be substance reasonably acceptable to Buyer, ensuring (a) that the Transferred Real Property as currently used is in full force compliance with the Declaration of Covenants, Conditions and effect Restrictions dated November 7, 1983, filed as Instrument No. 179527 in Volume 504, Page 304 in the Official Records of San Xxxxxx County, California, and Declaration of Covenants, Conditions and Restrictions dated September 8, 1995, filed as Instrument No. 9507728 in the Closing DateOfficial Records of San Xxxxxx County, California (collectively, the “Hollister Business Park Restrictions”), and (b) that no event has occurred and no condition exists which, with the giving of notice or the passage of time or both, would constitute a default with respect to the Transferred Real Property under the Hollister Business Park Restrictions.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver in writing, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the following conditions: 9.2.1 All representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are Transaction Document shall be, if specifically qualified by materiality or Material Adverse Effect shall be truemateriality, and true in all other such representations and warranties of Seller respects and, if not so qualified, shall be true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (except Date. 9.2.2 Seller shall have performed and complied with each obligation, agreement, covenant and condition required by this Agreement and in any Transaction Document to be performed or complied with by Seller at or prior to the Closing; provided, however, that Buyer shall be entitled to waive this condition and proceed to Closing without also thereby waiving any right to assert that Seller's failure to comply with its obligations in this Agreement resulted in Buyer being obligated to pay an increase in the Purchase Price under SECTION 3.3.2 and to be indemnified for such a failure to comply without the application of Seller's Indemnification Threshold if and to the extent that a representation or warranty expressly speaks Buyer's Closing Notice sets forth in reasonable detail Seller's alleged non-compliance. 9.2.3 The System shall have no less than 1,615 EBSs as of the Closing Time; provided however that this condition shall be deemed waived if Buyer, in its sole discretion, notifies Seller in writing that it will proceed with Closing notwithstanding the number of EBSs and that there will be no further downward adjustments to the Purchase Price pursuant to SECTION 3.3.1 for any EBSs to the extent less than 1,615, unless there is a specified violation of the certification made pursuant to SECTION 9.2.5(e)(iii). 9.2.4 Since the date of this Agreement, there shall not have been any material adverse change in the Assets or period the condition (financial or otherwise) or operations of time)the Business or the System. 9.2.5 Seller, and (iii) Buyer each of the Principals where appropriate, shall have received a certificate signed by a duly authorized officer executed (or caused to be executed) and delivered to Buyer at Closing each of Metaldyne the following items: (a) Assignments, including an Assignment in the form of EXHIBIT E, and ownership certificates reasonably acceptable to Buyer conveying to Buyer all of the foregoing effect; andLLC Interest free and clear of all Encumbrances. (b) Deeds, Bills of Sale, Assignments, Title Certificates, including those in the form of EXHIBITS B, C AND D, and such other transfer instruments as Buyer may deem necessary or advisable to convey all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating of the Assets to the Purchased Assets such that LLC and to perfect the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating LLC's rights in and to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectAssets; (c) Buyer shall have obtained debt or equity financing on terms and conditions evidence reasonably satisfactory to it sufficient Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to pay Buyer effecting such terminations, releases or waivers together with the Purchase Price Title Policies, to be paid for by Seller; (d) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and related fees applicable regulations) and expensesthat Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act in the form attached as EXHIBIT F; (e) a certificate from Seller executed by an officer of Seller's General Partner, dated the Closing Date, (a) stating that, to his or her knowledge the condition specified in SECTION 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.6, 9.2.7, 9.2.8, 9.2.9 AND 9.2.12, has been satisfied; and (b) setting forth the total number of EBSs for the System, estimated in good faith as of the Closing Date; (f) all of the Books and Records, including a list of all pending subscriber hook-ups, disconnect and repair orders, supply orders and any other lists reasonably necessary to the operation of the System; (g) the Noncompetition Agreement in the form of EXHIBIT I;. (h) the Holdback Agreement in the form of EXHIBITS G; and (di) Buyer such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. 9.2.6 Seller shall have received the delivered to Buyer Fairness Opinion evidence, in form and substance reasonably satisfactory to Buyer it, that all of the Required Consents have been obtained or given and such opinion are in full force and effect without the imposition of any condition or any modification that in either case makes or is reasonably likely to make the underlying instrument materially more onerous in any respect or materially reduces in any respect or is reasonably likely to materially reduce in any respect the benefits available under the instrument in respect of which the consent relates. 9.2.7 All required retransmission consents for continued carriage of all broadcast signals carried on the system by the LLC shall have been obtained on terms and conditions reasonably acceptable or deemed acceptable to Buyer. 9.2.8 Each System franchise shall be in full force and effect as of for the Closing Dateterm set forth on SCHEDULE 2. 9.2.9 Seller shall have obtained the Revenue Ruling.

Conditions to the Obligations of Buyer. The Notwithstanding any other provision of this Agreement, the obligations of Buyer to consummate the Closing Merger are subject to the satisfaction of the following further conditionsconditions precedent: (ia) Sellers All of the representations and warranties made by Bancorp in this Agreement and in any other Transaction Document executed or provided by Bancorp shall have been true and correct as of the date of this Agreement and remain true and correct in all material respects as of the Effective Time as though made at and as of the Effective Time. For the purposes of this Section 8.1(a), the representations and warranties made by Bancorp shall be deemed to be true and correct in all material respects as of the Effective Date unless the failure of any such representations and warranties to be true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Bancorp Material Adverse Effect set forth in any such representation or warranty, is reasonably likely to result, in a Bancorp Material Adverse Effect. (b) Bancorp shall have performed in all material respects all of their its obligations hereunder and shall have performed or complied in all of the material respects with all agreements and covenants required by this Agreement to be performed by them at or complied with by Bancorp prior to or at the ClosingEffective Time. (c) To the extent the consummation of the Reorganization requires that Bancorp or any Bancorp Subsidiary, (ii) as the representations and warranties case may be, obtain the consent or waiver of Sellers contained in this Agreement and in the other party to any certificate material lease, license, loan or financing agreement or other writing delivered by Sellers pursuant hereto that are qualified by materiality contract or agreement to which Bancorp or any Bancorp Subsidiary, as the case may be, is a party, such consent or waiver shall have been obtained, unless the failure to obtain such consent or waiver would not have a Bancorp Material Adverse Effect. (d) Since the date of this Agreement, a Bancorp Material Adverse Effect shall be truenot have occurred, and all it being understood that updates provided pursuant to Section 7.7 hereof shall not constitute a waiver or other consent to any such representations and warranties of Seller Bancorp Material Adverse Effect. (e) No action, suit, proceeding or claim shall be true in all material respectshave been instituted, in each case at and as of made or threatened (provided the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received determined in good faith that the threatened action, suit, proceeding or claim may result in a certificate signed judgment exceeding $100,000) by a duly authorized officer of Metaldyne any Person relating to the foregoing effect; andMerger or the validity or propriety of any aspect of the Reorganization that would make consummation of the Reorganization inadvisable in the reasonable opinion of Buyer. (bf) all actions The Bank Merger Agreement shall have been taken, or consents obtained, with respect to permits, licenses, authorizations duly authorized and contracts relating to approved by Bancorp and Bancorp Bank and the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory of the Bank Merger Agreement shall have been satisfied so as to it sufficient permit the Bank Merger to pay the Purchase Price and related fees and expenses; andbe consummated as contemplated thereby. (dg) Buyer The aggregate number of Dissenting Shares shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as not exceed ten percent (10%) of the Closing Dateoutstanding shares of Bancorp Stock at the Effective Time.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (a) (i) Sellers each of Parent and the Company shall have performed in all material respects all of their its obligations hereunder required to be performed by them it at or prior to the ClosingClosing Date, (ii) the representations and warranties of Sellers Parent and the Company contained in this Agreement and in any certificate or other writing delivered by Sellers Parent or the Company pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller Parent or the Company shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), ) and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne Parent and the Company to the foregoing effect; (b) the Senior Subordinated Notes shall have been issued and sold by the Company on such terms and conditions as are reasonably acceptable to Buyer and the financing contemplated by the Commitment Letter to be provided by the Bank shall have been completed on substantially the terms and conditions identified in such Commitment Letter or on such other terms and conditions or involving such other financing sources as are reasonably acceptable to Buyer and are not more onerous to the Company; and (bc) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations sale-leasebacks of the Company's and the Company Subsidiaries' properties and other material contracts relating to which the Purchased Assets Company or any Company Subsidiary is a party such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be Company or any Company Subsidiary is entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby binding upon the Company or relating to the Acquired Business any Company Subsidiary except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (i) Sellers the Fundamental Representations shall have performed be true and correct in all material respects all as of their obligations hereunder required to be performed by them at or prior to the date of this Agreement and as of the Closing, as though made on and as of the Closing; (ii) the representations and warranties of Sellers contained set forth in Article III and Article IV (other than the Fundamental Representations) shall be true and correct in all material respects as of the date of this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be trueas of the Closing, and all other such representations and warranties of Seller shall be true in all material respects, in each case at as though made on and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a any such representation or and warranty expressly speaks is made as of a specified date or period an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of timesuch earlier date), except where the failure of such representations and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument warranties to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other actiontrue and correct, defaultstaken as a whole, terminations, cancellations, accelerations, changes or losses that would does not be reasonably expected to have, individually or in the aggregate, cause a Company Material Adverse Effect; (ciii) Buyer the SPAC and Seller shall have obtained debt performed and complied in all material respects with the covenants and agreements required to be performed or equity financing complied with by the SPAC and the Sponsor under this Agreement at or prior to the Closing, as applicable; (iv) the SPAC shall continue to be listed on terms NYSE, and conditions reasonably satisfactory to it sufficient to pay shall not have received notice of any deficiency or delisting from NYSE, through the Purchase Price and related fees and expensesClosing (including following any redemptions in connection with the Required SPAC Shareholder Approvals); and (dv) Buyer Seller and the SPAC shall have received delivered: (A) book entry interests evidencing Seller’s ownership of the Buyer Fairness Opinion Transferred Securities set forth in Section 2.1, free and clear of all Liens, other than Permitted Liens, in a form and substance satisfactory to Buyer and an instruction from Seller to the SPAC to cause the book entry interests evidencing the Transferred Securities being sold under this Agreement to be transferred to Buyer or its designees; (B) written resignations of each of the officers and directors of the SPAC as identified on Schedules II(a) and II(b) attached hereto and the appointment of new officers and directors of the SPAC designated by Xxxxx; (C) Founder Share Transfer Agreements from each Initial Investor (other than the Sponsor) in the form attached hereto as Exhibit A, duly executed by the Sponsor, each Initial Investor and the SPAC that ensure that the Buyer has no less than 4,427,500 Founder Shares; (D) waivers from the underwriters of the SPAC’s initial public offering waiving their right to receive the deferred underwriting fee in its entirety pursuant to the Underwriting Agreement dated October 13, 2021; (E) evidence reasonably satisfactory to Buyer and such opinion shall be in full force and effect that, as of the Closing Date, all liabilities or obligations (absolute, accrued, contingent or otherwise), other than the Liabilities set forth on Schedule III, have been paid or discharged; (F) stock powers and/or other instruments of transfer as may be required by the SPAC’s transfer agent to duly convey the Transferred Securities to Buyer or its designees at the Closing; (G) evidence of the termination of the Administrative Services Agreement between the Company and Seller dated October 13, 2021; and (H) evidence, in a form reasonably acceptable to Buyer, that the New D&O Insurance Policy is in effect.

Conditions to the Obligations of Buyer. The Notwithstanding any other provision of this Agreement, the obligations of Buyer to consummate the Closing Acquisition are subject to the satisfaction following conditions precedent (except as those which Buyer may chose to waive): (a) All of the following further conditions:representations and warranties made by Melling Subsidiary, Melling and Shareholders in this Agreement and in any documents or certificates provided by Melling Subsidiary xx Xxxxxxx pursuant to this Agreement shall have been true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except for any untrue or inaccurate representations or warranties which individually or in the aggregate would not have a Material Adverse Effect on Melling Subsidiary xx Xxxxxxx. (ib) Sellers Melling Subsidiary, Melling and Shareholders shall have performed in all material respects all of their obligations hereunder and shall have complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them it prior to or at the Closing Date, except where any such non-performance or non-compliance would not have a Material Adverse Effect on Melling Subsidiary xx Xxxxxxx. (c) There shall not have been any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by any federal or state government or governmental agency or instrumentality or court, which would prohibit Buyer’s ownership or operation of all or a material portion of Melling xx Xxxxxxx Subsidiary’s business or assets, or would compel Buyer to dispose of or hold separate all or a material portion of Melling xx Xxxxxxx Subsidiary’s business or assets, as a result of this Agreement, or which would render Buyer, Melling xx Xxxxxxx Subsidiary unable to consummate the transactions contemplated by this Agreement. (d) Since the date hereof, Melling Subsidiary and Melling shall not have suffered a Material Adverse Effect. (e) To the extent any material lease, license, loan, or financing agreement or other contract or agreement to which Melling Subsidiary xx Xxxxxxx is a party requires the consent of or waiver from the other party thereto as a result of the transactions contemplated by this Agreement, such consent or waiver shall have been obtained, unless the failure to obtain such consent or waiver would not have a Material Adverse Effect on Melling Subsidiary xx Xxxxxxx. (f) The total stockholders’ equity of Melling and Melling Subsidiary as of the end of the month preceding the Closing Date (the “Valuation Date”) shall be equal to or greater than Eight Million Dollars and No/100 ($8,000,000). (g) Resignations from such Melling and Melling Subsidiary Directors, officers and employees as requested by Buyer in writing not less than five (5) days prior to closing. (h) Certificate of good standing for Melling Subsidiary and Melling issued by the State of Minnesota not more than ten (10) business days prior to the Closing, Closing Date. (iii) Articles of Incorporation of Melling Subsidiary and Melling certified by the respective companies’ Secretaries not more than ten (10) business days prior to the Closing Date. (j) Certificates of the Secretary of the Melling and Melling Subsidiary dated the Closing Date certifying a copy of the By-laws of Melling Subsidiary and Melling and stating that there have been no further amendments to such By-laws. (k) Certificate executed by the President of Melling stating that: (i) all of the representations and warranties of Sellers contained Melling and Melling Subsidiary set forth in this Agreement are true and correct in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, all material respects with the same force and effect as if all other of such representations and warranties of Seller were made at the Closing Date, provided, however, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct in all material respectsrespects on and as of such earlier date; and (ii) Melling Subsidiary and Melling have performed and complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of the Agreement on or prior to the Closing Date. (l) Copies of resolutions of the shareholders and the Board of Directors of Melling Subsidiary and Melling authorizing and approving this Agreement and the consummation of the transactions contemplated hereby, in each case at and certified as of the Closing Date as if made at by the Secretaries of Melling Subsidiary and Melling. (m) A list of Melling’s shareholders certified as of the Closing Date (except to by the extent that a representation or warranty expressly speaks as Secretary of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateMelling.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing under this Agreement are subject to the satisfaction at or before the Closing of the following further conditions:conditions (any of which Buyer may waive): (ia) Sellers shall have performed in all material respects all All of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers Seller contained in this Agreement and herein or in any certificate schedule or other writing document delivered by Sellers Seller to Buyer pursuant hereto that are qualified by materiality or Material Adverse Effect to the provisions hereof shall have been true on the date hereof and shall be true, and all other true on the Closing Date with the same effect as though such representations and warranties were made as of such date, except for changes permitted or contemplated by this Agreement and except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. (b) Seller shall be true have performed and complied in all material respectsrespects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) On the Closing Date, no suit, action or other proceeding, or injunction or final judgment relating thereto, shall be threatened or be pending before any Governmental Authority in each case which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (d) There shall have been no material adverse change in the Business since the Balance Sheet Date, except as contemplated by this Agreement. (e) On the Closing Date: (i) all of the Employees listed on a letter previously delivered by Buyer to Seller; and (ii) at least 80% of the other Key Employees , shall have entered into employment agreements on the terms set forth therein, or if such terms are not acceptable to any such Employee, on such other terms acceptable to Buyer, and shall continue to be employed by Citizens. (f) As of the Closing Date, the Retained Cash shall not exceed the lesser of (i) the amount required to collateralize, directly or indirectly through any letter of credit or other credit enhancement, the obligations of Citizens to a counterparty to a Power Trading Contract in effect as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time)Date, and (iiiii) Buyer $10 million. (g) Citizens shall have received transferred, assigned or distributed to Seller, a certificate signed by Seller Affiliate or a duly authorized officer of Metaldyne to third party the foregoing effect; andExcluded Assets and the liabilities described in Section 1.2(b) hereof on the terms set forth in Sections 1.2 and 5.7 hereof. (bh) all actions The applicable waiting period under the HSR Act shall have expired or been terminated. FERC shall have issued a final order approving Citizens' application to transfer jurisdictional facilities to Buyer pursuant to Section 203 of the FPA. All other consents or approvals of any Governmental Authority (including FERC) or third party required for the consummation of the transactions contemplated by this Agreement shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;. (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (di) Buyer shall have received the Buyer Fairness Opinion opinion of Xxxxx Xxxxxxx LLP, special counsel to Seller, Xxxxxxx X. Xxxxxxx, general counsel of Seller, and Xxxxxx X. XxXxxxxx, general counsel of Citizens, in the form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateExhibit D hereto.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver by Buyer, on or before the Closing Date, of the following further conditions: (ia) the representations and warranties of Sellers contained herein shall have been true and correct in all material respects when made and as of the Closing Date, as if made on the Closing Date; (b) Sellers shall have performed or complied in all material respects with all of their obligations hereunder agreements, covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt been furnished with a certificate of Sellers, dated the Closing Date, certifying to the foregoing; (d) Sellers shall have delivered each of the documents required by the terms hereof, executed as appropriate, including but not limited to each of the documents identified in Sections 2.2(a) and 2.2(b), or equity financing on terms and conditions reasonably Sellers shall make arrangements satisfactory to it sufficient Buyer to pay indemnify Buyer from any loss, liability or expense incurred in connection with a failure to deliver any such third party consent; (e) Sellers shall have obtained full and complete releases of all liens, security interests, or other encumbrances upon the Purchase Price and related fees and expensesPurchased Assets except for those arising solely from the Assumed Liabilities; and (df) Buyer An environmental consulting firm, selected and paid by Buyer, shall have received evaluated the Buyer Fairness Opinion Business Premises and shall have issued an opinion, in form and substance reasonably satisfactory to Buyer and such opinion its counsel. Such report, or Buyer's waiver of this condition, shall be not limit in full force and effect any manner the Seller Parties' indemnification obligations as of the Closing Dateset forth herein.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver in writing, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the following conditions: 9.2.1 All representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are Transaction Document shall be, if specifically qualified by materiality or Material Adverse Effect shall be truemateriality, and true in all other such representations and warranties of Seller respects and, if not so qualified, shall be true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (except Date. 9.2.2 Seller shall have performed and complied with each obligation, agreement, covenant and condition required by this Agreement and in any Transaction Document to be performed or complied with by Seller at or prior to the Closing; provided, however, that Buyer shall be entitled to waive this condition and proceed to Closing without also thereby waiving any right to assert that Seller's failure to comply with its obligations in this Agreement resulted in Buyer being obligated to pay an increase in the Purchase Price under SECTION 3.3.2 and to be indemnified for such a failure to comply without the application of Seller's Indemnification Threshold if and to the extent that a representation or warranty expressly speaks Buyer's Closing Notice sets forth in reasonable detail Seller's alleged non-compliance. 9.2.3 The System shall have no less than 5,415 EBSs as of the Closing Time; provided however that this condition shall be deemed waived if Buyer, in its sole discretion, notifies Seller in writing that it will proceed with Closing notwithstanding the number of EBSs and that there will be no further downward adjustments to the Purchase Price pursuant to SECTION 3.3.1 for any EBSs to the extent less than 5,4155, unless there is a specified violation of the certification made pursuant to SECTION 9.2.5(e)(iii). 9.2.4 Since the date of this Agreement, there shall not have been any material adverse change in the Assets or period the condition (financial or otherwise) or operations of time)the Business or the System. 9.2.5 Seller, and (iii) Buyer each of the Principals where appropriate, shall have received a certificate signed by a duly authorized officer executed (or caused to be executed) and delivered to Buyer at Closing each of Metaldyne the following items: (a) Assignments, including an Assignment in the form of EXHIBIT E, and ownership certificates reasonably acceptable to Buyer conveying to Buyer all of the foregoing effect; andLLC Interest free and clear of all Encumbrances. (b) Deeds, Bills of Sale, Assignments, Title Certificates, including those in the form of EXHIBITS B, C AND D, and such other transfer instruments as Buyer may deem necessary or advisable to convey all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating of the Assets to the Purchased Assets such that LLC and to perfect the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating LLC's rights in and to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectAssets; (c) Buyer shall have obtained debt or equity financing on terms and conditions evidence reasonably satisfactory to it sufficient Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to pay Buyer effecting such terminations, releases or waivers together with the Purchase Price Title Policies, to be paid for by Seller; (d) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and related fees applicable regulations) and expensesthat Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act in the form attached as EXHIBIT F; (e) a certificate from Seller executed by an officer of Seller, dated the Closing Date, (a) stating that, to his or her knowledge the condition specified in SECTION 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.6, 9.2.7, 9.2.8, 9.2.9 AND 9.2.12, has been satisfied; and (b) setting forth the total number of EBSs for the System, estimated in good faith as of the Closing Date; (f) all of the Books and Records, including a list of all pending subscriber hook-ups, disconnect and repair orders, supply orders and any other lists reasonably necessary to the operation of the System; (g) the Noncompetition Agreement in the form of EXHIBIT I;. (h) the Holdback Agreement in the form of EXHIBITS G; and (di) Buyer such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. 9.2.6 Seller shall have received the delivered to Buyer Fairness Opinion evidence, in form and substance reasonably satisfactory to Buyer it, that all of the Required Consents have been obtained or given and such opinion are in full force and effect without the imposition of any condition or any modification that in either case makes or is reasonably likely to make the underlying instrument materially more onerous in any respect or materially reduces in any respect or is reasonably likely to materially reduce in any respect the benefits available under the instrument in respect of which the consent relates. 9.2.7 All required retransmission consents for continued carriage of all broadcast signals carried on the system by the LLC shall have been obtained on terms and conditions reasonably acceptable or deemed acceptable to Buyer. 9.2.8 Each System franchise shall be in full force and effect as of for the Closing Dateterm set forth on SCHEDULE 2. 9.2.9 Seller shall have obtained the Revenue Ruling.

Conditions to the Obligations of Buyer. The obligations of Buyer Buyer’s obligation to consummate the Closing are transactions under this Agreement is subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment, at or prior to the Closing, Closing of each of the following conditions (iiany of which may be waived in writing by Buyer): (a) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller under this Agreement shall be true in all material respects, in each case respects at and as of the Closing Date with the same effect as if the representations and warranties had been made again at and as of the Closing Date or such date, as applicable (except to the extent provided that a representation or warranty expressly speaks representations and warranties which speak as of a specified date or period shall speak only as of timesuch date), and (iii) Buyer shall with such exceptions as do not in the aggregate have received a certificate signed by a duly authorized officer of Metaldyne Material Adverse Effect, determined without regard to the foregoing effect; andany qualification contained in any such representation or warranty as to materiality or Material Adverse Effect; (b) all actions Seller shall have been takenperformed and complied in all respects with all obligations, covenants and conditions required by this Agreement to be performed or consents obtainedcomplied with by Seller prior to or at the Closing, with respect such exceptions as do not in the aggregate have a Material Adverse Effect, determined without regard to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain qualification contained in any such consent covenant as to materiality or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have obtained debt expired or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andbeen terminated; (d) the approvals of the FDIC, the Utah DFI and of any other relevant Federal and state bank and thrift regulators required for Buyer to acquire the Shares shall have been obtained and shall remain in full force and effect; (e) Seller shall have received, without any condition materially adverse to the Company, any of the Subsidiaries or Buyer, all consents and approvals listed on Schedule 6.1(e); (f) there shall not be in effect an injunction or restraining order issued by a court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by this Agreement; (g) after the date of this Agreement and through the Closing there shall not have occurred any Material Adverse Effect or any change, state of facts, event, or occurrence that would have a Material Adverse Effect; (h) Buyer shall have received been furnished with a certificate of Seller, dated the Buyer Fairness Opinion Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 6.1 (a),(b), (f) and (g); and (i) Buyer and such shall have been furnished with the opinion shall be in full force and effect as of Seller’s counsel, dated the Closing Date, in the form of Exhibit 6.1(i).

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing are under this Agreement shall be subject to the satisfaction satisfaction, or waiver by Buyer at Closing, of the following further conditions: (ia) Sellers shall have performed in all material respects all Each of their the obligations hereunder of Seller required to be performed by them it at or prior to the Closing, (ii) Closing Date pursuant to the representations and warranties terms of Sellers contained in this Agreement shall have been duly performed and complied with in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such material respects; (b) The representations and warranties of Seller shall be contained in this Agreement are true and correct in all material respects, in each case at and respects as of the Closing Date Date, as if though made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effectdate; (c) Buyer shall have obtained debt or equity financing received, in a form and substance satisfactory to its counsel, of the following: (i) Certificates representing the Shares duly endorsed to Buyer in such manner as Buyer reasonably requests; (ii) A certificate executed by the President and Chief Financial Officer of Seller to the effect that the representations and warranties made herein by Seller are true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date and that the Seller has performed and complied in all material respects with the agreements, conditions, terms and conditions reasonably satisfactory undertakings required to it sufficient be performed and complied with by Seller prior to pay or on the Purchase Price Closing Date; (iii) A certificate executed by the President and related fees and expensesChief Financial Officer of Seller that there does not, to such person's knowledge on the Closing Date, exist any pending or threatened, or any meritorious basis for litigation pertaining to this Agreement or the transactions contemplated hereby; and (div) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as A copy of the Closing Dateresolution of the Seller's Board of Directors or its Executive Committee, certified by its Secretary or Assistant Secretary, authorizing and approving the sale of the Shares and the transactions contemplated in this Agreement.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing Contemplated Transactions are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment at or prior to the ClosingClosing of each of the following additional conditions, any or all of which may be waived in writing in whole or part by the Buyer to the extent permitted by applicable Law: (iia) the The representations and warranties of Sellers each of the Company and the Stockholders contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are herein qualified by as to materiality or Company Material Adverse Effect shall be true, true and correct in all other such representations respects and warranties of Seller those not so qualified shall be true and correct in all material respects, in each case respects as of the date hereof and at and as of the Closing Date as if though such representations and warranties were made at and as of the Closing Date such date (except to the extent that a representation or warranty expressly speaks for representations and warranties made as of a specified date or period date, which shall speak only as of timethe specified date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Each of the Company and the Stockholders shall have been takenperformed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or consents obtained, complied with respect by them prior to permits, licenses, authorizations and contracts relating to or at the Purchased Assets such that the Closing time of the Transactions will Closing. (c) Since the date of this Agreement, there shall not constitute a default under have been any event, change, effect, occurrence or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to havecircumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and. (d) Buyer The Company and the Stockholders shall have received delivered to the Buyer Fairness Opinion certificates, dated the date of the Closing, signed by an executive officer of the Company, by the Stockholders’ Agent, certifying as to the fulfillment of the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c). (e) All of the Company Consents set forth in Section 7.2(e) of the Company Disclosure Schedule shall have been obtained. (f) All proceedings of the Company and the Stockholders that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance reasonably satisfactory to the Buyer and its counsel, and the Buyer and its counsel shall have received such opinion evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate, as is customary in transactions such as this one. (g) All stockholders agreements, voting agreements, registration rights agreements and similar agreements between or among the Company and the Stockholders, and all other agreements set forth in Section 7.2(g) of the Company Disclosure Schedule, shall have been terminated and shall cease to be of force or effect. (h) The Buyer shall be satisfied, in full force and effect its sole discretion, that the financial statements of the Company as of and for the year ended December 31, 2016 (as well as any “stub” financial statements for any interim 2017 quarterly period, or full year ended December 31, 2017, if required) will be completed on or before 60 days following the Closing Date. (i) The Company shall have a minimum of $40,000 of cash in its Bank Accounts.

Conditions to the Obligations of Buyer. The All obligations of Buyer hereunder are subject, at its option, to consummate the fulfillment prior to or at the Closing are subject to the satisfaction of each of the following further conditions: (ia) Sellers and the Company shall have performed and complied in all material respects with all of their agreements, obligations hereunder and covenants required by this Agreement to be performed or complied with by either or both of them at or prior to the Closing, Closing Date. (iib) the The representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by or on behalf of Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true and correct in all material respects, in each case at respects on and as of the Closing Date as if made at and as of such time. (c) Sellers shall have delivered to Buyer one or more certificates representing such of the Closing Date Shares as is to be delivered at the Closing, together with duly executed stock powers (except d) Sellers shall have delivered to Buyer such other documents relating to the extent that a representation or warranty expressly speaks as Company's corporate existence, authority, good standing, absence of a specified date or period of time)Liens, and such other matters as Buyer or its counsel may reasonably request. (iiie) Each other party thereto shall have executed and delivered the Edwaxxx Xxxloyment Agreement and Edwaxxx xxx Rilex xxxll have executed and delivered the Edwaxxx Xxx-Compete Agreement and the Rilex Xxx-Compete Agreement, respectively. (f) Buyer shall have received a certificate signed by a duly authorized officer an opinion dated the Closing Date of Metaldyne Brooxx Xxxxx Xxxxxxx, xxunsel to the foregoing effect; andSellers, substantially in the form of EXHIBIT E hereto. (bg) all actions There shall have been takenno material adverse change in the affairs and prospects of the Business, or consents obtainedas represented, with respect to permits, licenses, authorizations between the date hereof and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;Date. (ch) Buyer shall have obtained debt or equity financing on terms completed its due diligence investigation of the assets and conditions reasonably satisfactory to it sufficient to pay the Purchase Price financial, operating and related fees business affairs and expenses; andprospects of the Company, and Buyer shall have been satisfied, in its sole discretion, with its findings. (di) The IPO shall have closed. (j) The Buyer shall have received a letter of resignation, effective as of the Closing Date, executed by each director of the Company. (k) The Buyer shall have received the Buyer Fairness Opinion Company's audited 1996 Financial Statement in form and substance reasonably satisfactory to Buyer and such opinion accordance with the terms set forth in respect thereto above. (i) The Barclays Bank PLC charge over the Company's assets, dated March 2, 1994, shall be in full force and effect as of the Closing Datehave been irrevocably released.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate effect the Closing are transactions contemplated hereby shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each and every one of the following further conditions:, unless waived, in whole or in part, by Buyer for purposes of consummating such transaction. (ia) The representations and warranties of the Sellers set forth herein shall have performed be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on the Closing Date; (b) Seller shall have performed and complied with all of their obligations hereunder agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by them at Seller on or prior to the Closing; (c) The Buyer shall have received a certificate, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and dated as of the Closing Date as if made at and as signed by each of the Closing Date (except Sellers to the extent that a representation or warranty expressly speaks as effect set forth in Section 6.2(a) and 6.2(b) for the purpose of a specified date or period verifying the accuracy of time), such representations and (iii) Buyer shall have received a certificate signed by a duly authorized officer warranties and the performance and satisfaction of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations such covenants and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effectconditions; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received each of the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect following, dated as of the Closing Date or, with respect to certificates of governmental authorities, dated within 30 business days prior to the Closing Date: (i) A certificate of the Secretary of State of California as to the existence and good standing of Seller and certificates of the appropriate governmental authorities of each state in which Seller is qualified or authorized to transact business as to the good standing and qualification or authorization of Seller; (ii) Resolutions of the Board of Directors or General Partners of Sellers that authorize the execution, delivery and performance of this Agreement and the documents referred to herein to which it is or is to be a party; (e) Seller shall have delivered to Buyer all bills of sale and other instruments of assignment, transfer and conveyance necessary to transfer to Buyer good and marketable title to the Purchased Assets; (f) No action, suit or proceeding by or before any court or any governmental or regulatory authority shall have been commenced and no investigation by any governmental or regulatory authority shall have been commenced seeking to restrain, prevent or challenge the transactions contemplated hereby or seeking judgments against Seller.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing are subject to the satisfaction of each of the following further conditions:conditions (any of which may be waived by Buyer, in whole or in part): (ia) Sellers shall have performed All of TXU's representations and warranties in Section 3 of this Agreement that are not qualified by materiality must be true and correct in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closingrespects, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto those that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall must be true in all material respectsand correct, in each case case, at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andClosing; (b) TXU must have performed and complied with all actions shall have been takenof its covenants hereunder in all material respects through the Closing, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to including the Purchased Assets such that the Closing delivery of the Transactions will not constitute a default all documents required under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectSection 2.7(a); (c) TXU must have delivered a certificate to Buyer shall which certifies that conditions (a) and (b) have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andbeen satisfied; (d) No action, suit or proceeding is pending before any court or quasi-judicial or administrative agency wherein TXU is a party, if an unfavorable injunction, judgment, order, decree or ruling would prevent the consummation of any of the transactions contemplated by this Agreement, or would cause such transactions to be rescinded following consummation, or would adversely affect the right of Buyer to own and to operate the Assets; (e) The Buyer shall have received the Buyer Fairness Opinion written opinion of Hunton & Xxxxxxxx LLP substantially in the form of Exhibit D hereto; (f) If applicable, the waiting period under the HSR Act applicable to the consummation of the transactions contemplated herein shall have expired or been terminated without any adverse condition attached thereto; and (g) All consents, authorizations, orders and substance reasonably satisfactory approvals, required pursuant to Buyer this Agreement and such opinion set forth on Schedule 6.1(g), including those of any Governmental Authority, shall have been obtained or made and shall be in full force and effect as at the time of the Closing DateClosing.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver in writing, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the following conditions: 9.2.1 All representations and warranties of Sellers Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are Transaction Document shall be, if specifically qualified by materiality or Material Adverse Effect shall be truemateriality, and true in all other such representations and warranties of Seller respects and, if not so qualified, shall be true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (except Date. 9.2.2 Seller shall have performed and complied with each obligation, agreement, covenant and condition required by this Agreement and in any Transaction Document to be performed or complied with by Seller at or prior to the Closing; provided, however, that Buyer shall be entitled to waive this condition and proceed to Closing without also thereby waiving any right to assert that Seller's failure to comply with its obligations in this Agreement resulted in Buyer being obligated to pay an increase in the Purchase Price under SECTION 3.3.2 and to be indemnified for such a failure to comply without the application of Seller's Indemnification Threshold if and to the extent that a representation or warranty expressly speaks Buyer's Closing Notice sets forth in reasonable detail Seller's alleged non-compliance. 9.2.3 The System shall have no less than 10,070 EBSs as of the Closing Time; provided however that this condition shall be deemed waived if Buyer, in its sole discretion, notifies Seller in writing that it will proceed with Closing notwithstanding the number of EBSs and that there will be no further downward adjustments to the Purchase Price pursuant to SECTION 3.3.1 for any EBSs to the extent less than 10,070, unless there is a specified violation of the certification made pursuant to SECTION 9.2.5(e)(iii). 9.2.4 Since the date of this Agreement, there shall not have been any material adverse change in the Assets or period the condition (financial or otherwise) or operations of time)the Business or the System. 9.2.5 Seller, and (iii) Buyer each of the Principals where appropriate, shall have received a certificate signed by a duly authorized officer executed (or caused to be executed) and delivered to Buyer at Closing each of Metaldyne the following items: (a) Assignments, including an Assignment in the form of EXHIBIT E, and ownership certificates reasonably acceptable to Buyer conveying to Buyer all of the foregoing effect; andLLC Interest free and clear of all Encumbrances. (b) Deeds, Bills of Sale, Assignments, Title Certificates, including those in the form of EXHIBITS B, C AND D, and such other transfer instruments as Buyer may deem necessary or advisable to convey all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating of the Assets to the Purchased Assets such that LLC and to perfect the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating LLC's rights in and to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectAssets; (c) Buyer shall have obtained debt or equity financing on terms and conditions evidence reasonably satisfactory to it sufficient Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to pay Buyer effecting such terminations, releases or waivers together with the Purchase Price Title Policies, to be paid for by Seller; (d) an affidavit of Seller, under penalty of perjury, that Seller is not a "foreign person" (as defined in the Foreign Investment in Real Property Tax Act and related fees applicable regulations) and expensesthat Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act in the form attached as EXHIBIT F; (e) a certificate from Seller executed by an officer of Seller's General Partner, dated the Closing Date, (a) stating that, to his or her knowledge the condition specified in SECTION 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.6, 9.2.7, 9.2.8, 9.2.9 AND 9.2.12, has been satisfied; and (b) setting forth the total number of EBSs for the System, estimated in good faith as of the Closing Date; (f) all of the Books and Records, including a list of all pending subscriber hook-ups, disconnect and repair orders, supply orders and any other lists reasonably necessary to the operation of the System; (g) the Noncompetition Agreement in the form of EXHIBIT I;. (h) the Holdback Agreement in the form of EXHIBITS G; and (di) Buyer such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. 9.2.6 Seller shall have received the delivered to Buyer Fairness Opinion evidence, in form and substance reasonably satisfactory to Buyer it, that all of the Required Consents have been obtained or given and such opinion are in full force and effect without the imposition of any condition or any modification that in either case makes or is reasonably likely to make the underlying instrument materially more onerous in any respect or materially reduces in any respect or is reasonably likely to materially reduce in any respect the benefits available under the instrument in respect of which the consent relates. 9.2.7 All required retransmission consents for continued carriage of all broadcast signals carried on the system by the LLC shall have been obtained on terms and conditions reasonably acceptable or deemed acceptable to Buyer. 9.2.8 Each System franchise shall be in full force and effect as of for the Closing Dateterm set forth on SCHEDULE 2. 9.2.9 Seller shall have obtained the Revenue Ruling.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing are under this Agreement shall be subject to the satisfaction satisfaction, or waiver by Buyer at Closing, of the following further conditions: (ia) Sellers shall have performed in all material respects all Each of their the obligations hereunder of Seller required to be performed by them it at or prior to the Closing, (ii) Closing Date pursuant to the representations and warranties terms of Sellers contained in this Agreement shall have been duly performed and complied with in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such material respects; (b) The representations and warranties of Seller shall be contained in this Agreement are true and correct in all material respects, in each case at and respects as of the Closing Date Date, as if though made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effectdate; (c) Buyer shall have obtained debt or equity financing received, in a form and substance satisfactory to its counsel, of the following: (i) Certificates representing the Shares duly endorsed to Buyer in such manner as Buyer reasonably requests; (ii) Evidence of performance of Seller’s obligations pursuant to Section 2.02 of this Agreement; (iii) A certificate executed by the President and Chief Financial Officer of Seller to the effect that the representations and warranties made herein by Seller are true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date and that the Seller has performed and complied in all material respects with the agreements, conditions, terms and conditions reasonably undertakings required to be performed and complied with by Seller prior to or on the Closing Date; (iv) A certificate executed by the President and Chief Financial Officer of Seller that there shall not, to such person’s knowledge on the Closing Date, exist any pending or threatened, or any meritorious basis for litigation pertaining to this Agreement or the transactions contemplated hereby; (v) A copy of the resolution of the Boards of Directors or its Executive Committee of Seller, certified by its Secretary or Assistant Secretary, authorizing and approving the sale of the Shares and the transactions contemplated in this Agreement; (vi) An opinion of Counsel to Seller, dated as of Closing Date, in form, content and scope satisfactory to it sufficient to pay the Purchase Price and related fees and expensescounsel of Buyer; and (d) Buyer shall have received the Buyer Fairness Opinion successfully completed an offer for its common stock raising at least $7,500,000 of net proceeds in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Datea private placement.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are Contemplated Transactions is subject to the satisfaction or waiver by Buyer, in its sole discretion, at or prior to the Closing of each of the following further conditionsconditions any or all of which may be waived (in writing) in whole or in part by Buyer: (ia) Sellers The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent that such representations and warranties are expressly limited by their terms to another date, in which case such representations and warranties shall be true and correct in all material respects as of such other date, and except to the extent that such representations and warranties are expressly limited by a materiality requirement in which case the materiality requirement in this Section 7.1(a) shall not impose any additional materiality requirement), such determination to be based solely upon the representations and warranties made as of the date of this Agreement and without regard to any Updated Schedules, and Seller shall have notified Buyer if any of its representations or warranties under this Agreement shall become inaccurate prior to Closing; (b) Seller shall have performed in all material respects all of their its obligations hereunder and under the other Transaction Documents required to be performed by them it at or prior to the Closing, Closing Date; (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iiic) Buyer shall have received a certificate signed on behalf of Seller by a duly authorized officer of Metaldyne to Seller certifying the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing satisfaction of the Transactions will not constitute a default under or cause or permit conditions set forth in Sections 7.1(a) and 7.1(b) (the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect“Seller Certificate”); (cd) Seller shall have delivered all items to be delivered by it pursuant to Section 8.3, (other than the delivery of the condominium documents specified in Section 8.3(g) which shall not be a condition to Closing); (e) The fee simple or leasehold title, as applicable, to the Assets conveyed to Buyer at Closing shall be marketable, free of defects and any liens, claims, encumbrances, leases, easements, rights-of-way, encroachments, obligations, covenants, conditions, restrictions or limitations, recorded or unrecorded, other than Permitted Exceptions, and Buyer has received an irrevocable commitment from the Title Company to issue the Title Policies (for clarification, which shall be according to the pro formas the Title Company has irrevocably committed to issue before the expiration of the Due Diligence Period or any revisions to the commitments or pro formas resulting from new matters recorded after the Due Diligence Period in accordance with Section 9.1 if the Title Company continues to be irrevocably committed to issue the Title Policies even with such new matter), provided that Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient commit to pay the Purchase Price premiums and all costs related fees thereto and expenses; andsatisfy all Title Company requirements for issuance; (df) Buyer shall have received original duly executed and delivered estoppel certificates for the benefit of Buyer Fairness Opinion (and it nominees or designees, as applicable) and Lender from (i) Tenant with the information required by the Master Lease and Master Transaction Agreement, and (ii) each of the tenants under the Office Leases with all of the information required under their respective Office Leases, in form each case dated no sooner than ten (10) days prior to Closing and substance not containing any exceptions which are not reasonably satisfactory acceptable to Buyer and such opinion or to Lender, which shall otherwise be in full force a form agreed upon by Buyer and effect as Seller before the expiration of the Due Diligence Period (collectively, the “Closing DateEstoppels”); (g) The Loan has closed (or is simultaneously closing with the Closing), the Loan is fully funded and the funded Loan proceeds have been deposited into the Closing Escrow; (h) No Material Adverse Change shall have occurred; and (i) Receipt of new letter of credit under the Master Lease naming Buyer (or its nominee) as landlord (the “Replacement Tenant LC”).

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.2.1 All representations and warranties of Seller shall be contained in this Agreement are, if not specifically qualified by materiality, true in all respects and, if so qualified, are true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except for changes specifically permitted or contemplated by this Agreement. 9.2.2 Seller has performed and complied in all material respects with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that a representation Closing. 9.2.3 Seller has executed (or warranty expressly speaks caused to be executed) and delivered to Buyer each of the following items: (a) the Xxxxxxx Money Escrow Agreement in the form attached hereto as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andExhibit A; (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing Xxxx of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or Sale substantially in the aggregate, a Material Adverse Effectform attached hereto as Exhibit C; (c) Buyer shall have obtained debt or equity financing on terms the Assignment and conditions reasonably satisfactory to it sufficient to pay Assumption of Contracts Agreement substantially in the Purchase Price and related fees and expenses; andform attached hereto as Exhibit D; (d) a certificate of good standing for Seller from the Delaware Secretary of State; (e) such other transfer instruments as Buyer shall have received may reasonably deem necessary or advisable to transfer the Assets to Buyer Fairness Opinion and to perfect Buyer's rights in the Assets. 9.2.4 Seller has delivered to Buyer evidence, in form and substance reasonably satisfactory to Buyer Buyer, that all of the Required Consents have been obtained or given and such opinion shall be are in full force and effect effect. 9.2.5 No action, proceeding or investigation has been instituted or threatened prior to Closing by or before any court or Governmental Authority which would, if determined adversely to Buyer's interest, materially impair the ability of Buyer to realize the benefits of the transactions contemplated by this Agreement. In addition, there shall not have been any material adverse change in the Business or Assets. Nothing in this Section shall be construed so as to give Buyer any unfair option to delay or avoid closing on this transaction and in any event, there must be a reasonable basis supported by fact to invoke the protection of this provision. 9.2.6 Seller has delivered documentation to Buyer evidencing the release or termination of all Encumbrances affecting any of the Assets (other than Permitted Encumbrances). 9.2.7 Seller has delivered to Buyer: (a) a certificate, dated the Closing Date, signed by Seller's chief executive officer or President, stating that to the best of his knowledge in his corporate capacity the conditions set forth in Sections 9.2.1 and 9.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver by Buyer, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.2.1 All representations and warranties of Seller shall be contained in this Agreement are, if not specifically qualified by materiality, true in all respects and, if so qualified, are true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except for changes specifically permitted or contemplated by this Agreement. 9.2.2 Seller has performed and complied in all material respects with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the extent that a representation Closing, including the payment of all outstanding taxes and NRTC invoices. 9.2.3 Seller has executed (or warranty expressly speaks caused to be executed) and delivered to Buyer each of the following items: (a) an Xxxxxxx Money Escrow Agreement, substantially in the form attached as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andEXHIBIT A; (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or an Indemnity Escrow Agreement substantially in the aggregate, a Material Adverse Effectform attached as EXHIBIT B; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay a Xxxx of Sale substantially in the Purchase Price and related fees and expenses; andform attached as EXHIBIT C; (d) an Assignment and Assumption Agreement substantially in the form attached as EXHIBIT D; (e) Non-Competition Agreements signed by Seller substantially in the form attached as EXHIBIT G; (f) such other transfer instruments as Buyer shall have received may reasonably deem necessary or advisable to transfer the Assets to Buyer Fairness Opinion and to perfect Buyer's rights in the Assets. 9.2.4 Seller has delivered to Buyer evidence, in form and substance satisfactory to Buyer, that all of the Required Consents have been obtained or given and are in full force and effect. 9.2.5 No action, proceeding or investigation has been instituted or threatened prior to Closing by or before any court or Governmental Authority which would, if determined adversely to Buyer's interest, materially impair the ability of Buyer to realize the benefits of the transactions contemplated by this Agreement. 9.2.6 Seller has delivered releases, in form reasonably satisfactory to Buyer Buyer, of all Encumbrances affecting any of the Assets (other than Permitted Encumbrances). 9.2.7 Seller has delivered to Buyer: (a) a certificate, dated the Closing Date, signed by Seller's President or Chief Financial Officer, stating that to the best of his knowledge in his corporate capacity, the conditions set forth in Sections 9.2.1 and 9.2.2 are satisfied; (b) a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this agreement by Seller, and a certificate of Seller, dated as of the Closing, that such opinion shall be resolutions were duly adopted and are in full force and effect as of the date of Closing; and (c) such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement. 9.2.8 Seller has not less than Ninety-three Thousand Dollars ($93,000) in gross monthly revenue from the sale of DirecTV programming services. 9.2.9 Buyer will receive the opinion of Xxxxxxx, Xxxx & Xxxxxx, PLLP, counsel for Seller dated the Closing Date, in the form of EXHIBIT F. 9.2.10 Buyer and Seller have negotiated and finalized the allocation of the purchase price among the Assets as required by Section 3.5 of this Agreement.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated hereby is subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them or waiver at or prior to the Closing, of each of the following conditions: (iia) On the Closing Date, the representations and warranties of Sellers contained Seller set forth in Article III of this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true and correct in all material respects, in each case at and respects as of the Closing Date as if though such representations and warranties had been made at on and as of the Closing Date (except to in the extent case of any representation and warranty that a representation or warranty expressly speaks as of any other date, in such case, such representation and warranty shall be true and correct in all material respects as of such date); provided, that the foregoing condition shall be deemed satisfied with respect to any representation and warranty that is untrue at any time if the failure of such representation and warranty to be true would not have a specified date or period of timeMaterial Adverse Effect. Buyer shall have received at the Closing a certificate (the "Seller's Closing Certificate"), dated the Closing Date, signed by the President or a Vice President of Seller to the foregoing effect and to the effect set forth in subsection (b) below; provided that the qualification with respect to Material Adverse Effect set forth in the proviso to the preceding sentence shall be of no force and effect for purposes of the indemnification rights of Buyer pursuant to Section 7.5 hereof insofar as the Seller's Closing Certificate is concerned. (b) Seller shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date, and Buyer shall have received the Seller's Closing Certificate to such effect. (c) During the period from the date hereof to the Closing Date, there shall not have occurred a Material Adverse Effect. (d) All corporate proceedings to be taken by Seller, the Asset Affiliates and the Conveyed Subsidiaries in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer. (e) Seller shall have delivered to Buyer the items referred to in Section 1.7 hereof. (f) Seller shall have delivered to Buyer releases of (i) Liens pursuant to the Credit Agreement, dated as of December 19, 1995, as amended between Seller, the lenders party thereto and General Electric Capital Corporation and (iiiii) Liens of First National Bank of Boston. (g) (i) (A) There shall have been received all necessary consents from third parties to the assignment of the contracts, licenses, leases and other agreements set forth in Section 6.2(g)(i) of the Seller Disclosure Schedule or (B) Seller shall have provided to Buyer substantially equivalent arrangements with respect to the contracts, licenses, leases and other agreements set forth in Section 6.2(g)(i) of the Seller Disclosure Schedule; provided that the replacement of any contract, license, lease or other agreement with such arrangements shall not, in the aggregate, have a material adverse impact on the operation of the Business and (ii) Seller shall have obtained either the assignment described in clause (i) of Section 6.2(g)(ii) of the Seller Disclosure Schedule or the license described in clause (ii) of Section 6.2(g)(ii) of the Seller Disclosure Schedule. (h) The condition set forth in the first sentence of clause (A)(xiv) contained on page 9 of the commitment letter, dated July 18, 1997 (a copy of which has been previously delivered to Seller), shall have been satisfied or waived. (i) Buyer shall have received a certificate signed by a duly authorized officer written opinion dated as of Metaldyne the Closing Date from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Seller, in substantially the foregoing effect; andform attached hereto as Exhibit F. (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (dj) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such a written opinion shall be in full force and effect dated as of the Closing Date.Date from Deacons Xxxxxx & Xxxxx, Australian counsel to Seller, in substantially the form attached hereto as Exhibit G. (k) Buyer shall have received a written opinion dated as of the Closing Date from Xxxxxxx Xxxxx Sheffield Young, New Zealand counsel to Seller, in substantially the form attached hereto as Exhibit H.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated under this Agreement shall be subject to the satisfaction of the following further conditionsconditions precedent: (ia) The representations and warranties made by the Sellers in each Transaction Document that are not qualified by materiality, material respect or Material Adverse Effect as set forth therein shall be true and correct at and as of the Closing Date in all material respects and all other representations and warranties made by the Sellers in each Transaction Document shall be true and correct at and as of the Closing Date in all respects. (b) Each Seller shall have performed in all material respects all of their its respective obligations hereunder contained in this Agreement or the other Transaction Documents that are required to be performed by them such Seller at or prior to before the Closing. (c) Since the date hereof, (ii) there shall not have occurred any event, change, occurrence or circumstance that, individually or in the representations and warranties of Sellers contained in this Agreement and in aggregate with any certificate other events, changes, occurrences or other writing delivered by Sellers pursuant hereto that are qualified by materiality or circumstances, has had a Material Adverse Effect Effect. (d) The Sellers shall have delivered, or caused to be truedelivered, to Buyer duly executed versions of all of the items required by Section 10.2. (e) Buyer shall have received releases of the Liens and all other such representations and warranties guarantees set forth on Schedule 4.2(e). (f) The Asset Conveyance shall have occurred in accordance with the terms of Seller the Asset Purchase Agreements. (g) Buyer shall be true in all material respectshave received copies of duly adopted resolutions of the governing body of the Company, in each case at and certified as of the Closing Date by an officer of the Company, authorizing and approving the execution of this Agreement and the other Transaction Documents to which the Company is a party, the consummation of the transactions contemplated hereby and thereby and all other action necessary to enable the Company to comply with the terms hereof and thereof. (h) Except as if made at otherwise set forth on Schedule 4.2(h), all Related Party Transactions shall have been terminated without any further liability or obligation of any Company Group Member. (i) Those third party consents set forth on Schedule 4.2(i) shall have been obtained. (j) The environmental insurance coverage set forth in Schedule 4.2(j) with respect to the Xxxxxx Property (the “Xxxxxx Insurance”) shall have been obtained in a form reasonably acceptable to Buyer. (k) The Company shall have acquired all of the Interests of StarTex Distribution West, LLC, free and clear of all Liens (other than restrictions on transfer that may be imposed by state or federal securities laws), pursuant to the terms of that certain Membership Interest Purchase Agreement dated as of the Closing Date date hereof and attached hereto as Exhibit C (the “Membership Interest Purchase Agreement”). (l) Any leases, subleases or other occupancy agreement encumbering the Owned Real Property, including the Crystal Springs Lease, shall have been terminated, except as otherwise agreed to by Buyer. (m) All leases by any Company Group Member related to a vehicle for a Seller’s use shall have been terminated by the extent that a representation or warranty expressly speaks as of a specified date or period of timeCompany Group Member (and all fees and penalties paid with respect to such termination), and or shall have been assumed by such Seller with a release of any obligations of the Company Group Member from such lease. (iiin) Buyer shall have received a certificate signed by a duly authorized officer all of Metaldyne to the foregoing effect; andPermits listed in Schedule 6.11. (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (do) Buyer shall have received the Buyer Fairness Opinion Audited Financial Statements in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as accordance with each of the Closing DateAsset Purchase Agreements, which Audited Financial Statements shall have been reviewed and approved by Nexeo’s Auditor.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing Contemplated Transactions are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment at or prior to the ClosingClosing of each of the following additional conditions, any or all of which may be waived in writing in whole or part by the Buyer to the extent permitted by applicable Law: (iia) the The representations and warranties of Sellers each of the Company and the Stockholders contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are herein qualified by as to materiality or Company Material Adverse Effect shall be true, true and correct in all other such representations respects and warranties of Seller those not so qualified shall be true and correct in all material respects, in each case respects as of the date hereof and at and as of the Closing Date as if though such representations and warranties were made at and as of the Closing Date such date (except to the extent that a representation or warranty expressly speaks for representations and warranties made as of a specified date or period date, which shall speak only as of timethe specified date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Each of the Company and the Stockholders shall have been takenperformed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or consents obtained, complied with respect by them prior to permits, licenses, authorizations and contracts relating to or at the Purchased Assets such that the Closing time of the Transactions will Closing. (c) Since the date of this Agreement, there shall not constitute a default under have been any event, change, effect, occurrence or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to havecircumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and. (d) Buyer The Company and the Stockholders shall have received delivered to the Buyer Fairness Opinion certificates, dated the date of the Closing, signed by an executive officer of the Company, by an executive officer of Scripps and by the Stockholders’ Agent, certifying as to the fulfillment of the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c). (e) All of the Company Consents set forth in Section 7.2(e) of the Company Disclosure Schedule shall have been obtained. (f) All proceedings of the Company and the Stockholders that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance reasonably satisfactory to the Buyer and its counsel, and the Buyer and its counsel shall have received such opinion evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate, as is customary in transactions such as this one. (g) All stockholders agreements, voting agreements, registration rights agreements and similar agreements between or among the Company and the Stockholders, and all other agreements set forth in Section 7.2(g) of the Company Disclosure Schedule, shall have been terminated and shall cease to be of force or effect. (h) The Company shall have delivered to the Buyer audited financial statements of the Company as of and for the year ended December 31, 2013, which statements are in compliance with SEC Regulation S-X and the General Rules and Regulations of the Securities Act, and the Buyer shall be satisfied, in full force and effect its sole discretion, that the audited financial statements of the Company as of and for the year ended December 31, 2014 (as well as any audited “stub” financial statements for any interim 2015 quarterly period, if required) will be completed on or before 60 days following the Closing Date. Notwithstanding anything to the contrary contained herein, in the event the Closing does not take place, the Buyer shall pay up to $25,000 of the out-of-pocket costs incurred by the Company (or, if less, one-half of any such total costs) for any financial statement audits performed in connection with the Contemplated Transactions. The Buyer’s payment of auditing costs incurred by the Company shall be based on the terms and conditions set forth in the engagement agreement with the auditing firm, a copy of which has been provided to the Buyer.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing Acquisition are subject to the satisfaction of the following following, further conditions: (i) Sellers the Seller shall have performed in all material respects all of their its obligations hereunder required to be performed by them it at or prior to the Closing, Closing Date; (ii) each of the representations and warranties of Sellers the Seller contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are which is qualified by as to materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects, in each case at and as of the Closing Date as if made at and as of such time, except (A) for changes permitted by this Agreement, and (B) that the Closing Date (except to representations and warranties made by the extent that a representation or warranty expressly speaks Seller in Section 3.03 which address matters only as of a specified particular date or period shall remain true and correct as of time), such date; and (iii) Buyer shall have received a certificate signed by a duly authorized an executive officer of Metaldyne the Seller to the foregoing foregoing, effect; and; (b) all actions Buyer shall have been takenreceived from Holland & Knight, or consents obtainedL.L.P., with respect to permits, licenses, authorizations and contracts relating counsel to the Purchased Assets such that the Closing of the Transactions will not constitute Seller, a default under or cause or permit the terminationlegal opinion, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or substantially in the aggregate, a Material Adverse Effectform of Exhibit D; (c) Buyer the Seller shall have obtained debt the consent or equity financing on terms approval of each person whose consent or approval shall be required in connection with the Acquisition under all notes, bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and conditions reasonably satisfactory other instruments or obligations to which it sufficient or any of its subsidiaries is a party, except those for which failure to pay obtain such consents and approvals would not have a Material Adverse Effect prior to or after the Purchase Price and related fees and expenses; andClosing Date; (d) Buyer no order, stay, decree, judgment or injunction shall have received been entered, issued or enforced by any Governmental Authority or court of competent jurisdiction which prohibits consummation of the Acquisition, and there shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Acquisition, which makes the consummation of the Acquisition illegal or substantially deprives the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of any of the Closing Dateanticipated benefits of the Acquisition or the related transactions.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction of or waiver, to the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed extent permitted by them applicable Legal Requirements, at or prior to the ClosingClosing Date, (ii) of each of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such following conditions: 9.1.1 All representations and warranties of Seller shall be contained in this Agreement are, if specifically qualified by materiality, true in all respects and, if not so qualified, are true in all material respects, in each case at on and as of the Closing Date with the same effect as if made at on and as of the Closing Date (Date, except to the extent that a different date is specified therein, in which case such representation or and warranty expressly speaks will be true as of a the date specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne except to the foregoing effect; andextent permitted by this Agreement. 9.1.2 Seller in all material respects has performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by Seller at or prior to the Closing. 9.1.3 No action, suit or proceeding is pending or threatened by or before any Governmental Authority and no Legal Requirement has been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority, which would (a) prohibit Buyer's ownership or operation of all or a material portion of the Assets, (b) compel Buyer to dispose of or hold separate all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing a material portion of the Transactions will not constitute Assets as a default under or cause or permit the termination, cancellation, acceleration or other change result of any right or obligation or of the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; transactions contemplated by this Agreement; (c) Buyer shall have obtained debt prevent or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay make illegal the Purchase Price and related fees and expenses; and consummation of any transactions contemplated by this Agreement or (d) would, if determined adversely to Buyer's interest, materially impair the ability of Buyer shall to realize the benefits of the transactions contemplated by this Agreement. 9.1.4 All Required Consents have received the Buyer Fairness Opinion been obtained in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect remain effective as of the Closing Date. 9.1.5 Seller has executed (or caused to be executed) and delivered to Buyer each of the following items: (a) a Bill xx Sale in the form attached as EXHIBIT A; (b) an Assignment and Assumption of Contracts in the form attached as EXHIBIT B; (c) a License Agreement in the form attached as EXHIBIT C; (d) a Noncompetition Agreement signed by Seller, MNGS and W. Philxxx Xxxxxx xx the form attached as EXHIBIT D; (e) a Guaranty signed by MNGS in the form attached as EXHIBIT E; (f) an opinion of Keglxx Xxowx Xxll & Rittxx, xxunsel to Seller, in the form attached as EXHIBIT F; and (g) such assignments as required to transfer any Intellectual Property registered with any Governmental Authority. 9.1.6 Seller has delivered releases, in form satisfactory to Buyer, of all Encumbrances affecting any of the Assets. 9.1.7 There has not been any material adverse change in the Business or Assets since the date of this Agreement. 9.1.8 Seller has delivered to Buyer: (a) a certificate, dated the Closing Date, signed by the Seller's president, stating that to his knowledge, the conditions set forth in Sections 9.1.1 and 9.1.2 are satisfied; and (b) such other documents as Buyer may reasonably request in connection with the transactions contemplated by this Agreement. 9.1.9 Seller has delivered to Buyer a fully executed original of the Amendment to the EMCO License in the form attached as EXHIBIT G.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are purchase of the Shares and the Real Property pursuant to this Agreement is subject to the delivery of all documents to be delivered to Buyer pursuant to SECTION 1.7 and to the satisfaction of the following further conditions, any of which may be waived in writing signed by Buyer: (ia) The representations and warranties of Sellers and Company set forth in Article II hereof and in all agreements, documents and instruments attached hereto shall be true and correct in all material respects as of the date hereof and, except where the context otherwise requires, as of the Closing Date as though made on and as of the Closing Date. Sellers and Company shall have performed in all material respects all of their the agreements and obligations hereunder required necessary to be performed by them at or under this Agreement prior to the Closing, Closing Date. (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iiib) Buyer shall have received a certificate certificate, dated the Closing Date, signed by a duly authorized officer of Metaldyne to Sellers and Company, certifying that the foregoing effect; and (bconditions specified in SECTION 5.1(a) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;fulfilled. (c) Buyer No preliminary or permanent injunction or order that would prohibit or restrain the consummation of the transactions contemplated hereunder shall be in effect and no Governmental Entity or other Person shall have obtained debt commenced or equity financing threatened to commence an action or proceeding seeking to enjoin the consummation of such transactions or to impose liability on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andparties hereto in connection therewith. (d) Buyer and the Company shall have received the consents and approvals listed on Schedule 4.3, including the expiration or termination of any waiting period required under the Act. (e) Sellers shall have delivered to Buyer Fairness Opinion certificates representing the Shares, accompanied by duly executed stock powers, with all required stock transfer tax stamps affixed. All certificates, instruments and documents delivered by Sellers in connection with the transactions contemplated hereby and necessary to evidence such transactions shall be in form and substance reasonably satisfactory to Buyer and its counsel. (f) There shall have been no material adverse change after the date hereof in the business, operations, or condition (financial or otherwise) of Company. (g) In coordination with and on a mutually agreeable basis with Purkrabek and Knust, Buyer shall have the opportunity to discuss customer relations, including confirmation of pricing and other terms, with the largest seven customers of the Company. (h) Buyer shall not have received from any of its lenders listed on SCHEDULE 5.1(h) any refusal to consent to the transactions contemplated hereby or any written notice that to consummate the transactions contemplated hereby will constitute or result in a material default under Buyer's existing loan agreements with any of such opinion lenders, provided that Buyer agrees to take all actions required by such lenders to effect the financing required to consummate the transactions contemplated hereby. (i) Buyer shall be in full force satisfied that all items on SCHEDULE 2.7(c) have been contributed to the Company, free and effect as clear of Encumbrances, and any sales or transfer taxes relating thereto have been paid or the Closing DateCompany has received valid exemption certificates therefor.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate effect the Closing are transactions contemplated hereby is also subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed or waiver by them Buyer), at or prior to the Closing, of the following conditions: (iia) the The representations and warranties of Sellers contained the Seller Parties (i) shall have been true and correct in all material respects on the date of this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect (ii) shall be truetrue and correct in all respects on the Closing Date as if made on the Closing Date, and all other except to the extent that such representations and warranties are qualified by the term “material,” “materiality,” “Material Adverse Effect” or any other correlative term, in which case such representations and warranties shall have been true and correct in all respects on the date of Seller this Agreement and shall be true and correct in all material respects, in each case respects at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that Date, unless in each case a representation or warranty expressly speaks is made as of a specified date (in which case such representation or period warranty shall be accurate in all respects as of timesuch date), and (iii) Buyer shall have received a certificate signed on behalf of the Seller Parties by a duly an authorized officer or manager, as applicable, of Metaldyne the Seller Parties to the foregoing such effect; and. (b) all actions The Seller Parties shall have been taken, performed and complied in all material respects with all covenants contained in this Agreement that are required to be performed or consents obtained, complied with respect to permits, licenses, authorizations and contracts relating by it on or prior to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the terminationClosing, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as a certificate signed on behalf of the Closing DateSeller Parties by an authorized officer or manager, as applicable, of the Seller Parties to such effect.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing Merger are subject to the satisfaction of the following further conditions: (i) Sellers the Company shall have performed in all material respects all of their its obligations hereunder required to be performed by them it at or prior to the ClosingEffective Time, (ii) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate or other writing delivered by Sellers the Company pursuant hereto (x) that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date Effective Time as if made at and as of the Closing Date such time, and (except to the extent y) that a representation are not qualified by materiality or warranty expressly speaks Material Adverse Effect shall be true in all material respects at and as of a specified date or period the Effective Time as if made at and as of time), such time and (iii) Buyer shall have received a certificate signed by a duly authorized officer the Chief Executive Officer of Metaldyne the Company to the foregoing effect; and; (b) all actions There shall have been takennot be instituted or pending any action or proceeding by any government or governmental authority or agency or any other person, that has a reasonable likelihood of success, before any court or consents obtainedgovernmental authority or agency, with respect (i) challenging or seeking to permitsmake illegal, licenses, authorizations and contracts to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger or seeking to obtain material damages directly or indirectly relating to the Purchased Assets such that Contemplated Transactions, (ii) seeking to restrain or prohibit the Closing Surviving Corporation's (including its subsidiaries' and Affiliates') ownership or operation of all or any material portion of the Transactions will not constitute business or assets of the Company and the Subsidiaries, taken as a default under whole, or cause to compel the Surviving Corporation or permit any of its subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the terminationbusiness or assets of the Company and the Subsidiaries, cancellationtaken as a whole, acceleration (iii) seeking to impose or other change confirm material limitations on the ability of the Surviving Corporation or any of its subsidiaries or Affiliates to effectively control the business or operations of the Company and the Subsidiaries, taken as a whole, or the ability of LiveWire Media, L.L.C. or any of its Affiliates effectively to exercise full rights of ownership of any right Surviving Corporation Shares or obligation any shares of the Surviving Corporation's subsidiaries or Affiliates prior to the loss Effective Time on all matters properly presented to the Surviving Corporation's stockholders, or (iv) seeking to require divestiture by LiveWire Media, L.L.C. or any of its Affiliates of any benefit to which the Buyer would be entitled under Surviving Corporation Shares, and no court, arbitrator or governmental body, agency or official shall have issued any provision of any agreement judgment, order, decree or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other actioninjunction, defaults, terminations, cancellations, accelerations, changes or losses that would and there shall not be reasonably expected to haveany statute, individually rule or regulation, that, in the aggregatesole judgment of Buyer is likely, a Material Adverse Effectdirectly or indirectly, to result in any of the consequences referred to in the preceding clauses (i) through (iv); (c) Buyer shall have obtained debt or equity financing on terms received all documents it may reasonably request relating to the organization of the Company and conditions reasonably the Subsidiaries as in effect immediately prior to the Effective Time and the authority of the Company for this Agreement, all in form and substance satisfactory to it sufficient Buyer; (d) The funds in an amount at least equal to pay the Purchase Price Required Amounts shall have been made available to Buyer as contemplated in Section 5.06; (e) The holders of not more than 1% of the outstanding Shares shall have demanded appraisal of their Shares in accordance with Delaware Law; (f) Since the date of this Agreement, there shall not have been any event, occurrence, development or state of circumstance which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (g) Buyer (at its own expense) shall have received a certificate from an independent third party confirming, to the reasonable satisfaction of Buyer, that the following products are Year 2000 Complaint: BMS, Landmark Air-time Sales, Vision, Novar, Equinox Traffic, ENS, AMS and related fees the Boss II and expensesthe Boss Joint Scheduling System and any hardware having a value in excess of $250,000; and (dh) Buyer the Charter Amendment shall have received become effective under Delaware Law and the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion exchange contemplated by Section 6.07 shall be in full force and effect as of the Closing Datehave occurred.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following further conditions (it being understood that, if permitted by applicable Law, Buyer may waive any one or more of the following conditions:): (ia) there shall not be in effect any Law or Order enacted, issued, promulgated, enforced or entered by any court or other Governmental Authority of competent jurisdiction (each, a “Restraint”) that prevents, enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated hereby; (b) the Sellers and the Company shall have performed and complied in all material respects with all of their covenants, agreements and obligations hereunder required to be performed or complied with by them the Sellers and the Company, respectively, under this Agreement at or prior to the Closing; (c) (i) each of the Fundamental Representations of the Company and the Sellers shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (other than such representations and warranties as are expressly made as of an earlier date, which shall be so true and correct as of such date) and (ii) the representations and warranties of (A) the Company contained in ARTICLE 3 and (B) the Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respectsARTICLE 4, in each case of (A) and (B), other than the Fundamental Representations, shall be true and correct (without giving effect to any limitation or qualification contained therein relating to “materiality” or “Company Material Adverse Effect”) at and as of the Closing Date as if though made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks made as of a specified date or period an earlier date, in which case only at and as of timesuch date), except where the failure of such representations and warranties to be so true and correct (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne giving effect, subject to Section 10.8, to the foregoing effect; and (bapplicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation or qualification as to “materiality” or “Company Material Adverse Effect” set forth therein) all actions shall have been takenhas not had, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; (cd) Buyer between the date of this Agreement and the Closing Date, no Circumstance shall have obtained debt occurred that has had or equity financing on terms and conditions would reasonably satisfactory be expected to it sufficient to pay the Purchase Price and related fees and expenseshave a Company Material Adverse Effect; and (de) Buyer the Sellers and the Company shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory delivered, or caused to Buyer and such opinion shall be in full force and effect as delivered, each of the Closing Dateitems referred to in Section 2.3(b).

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction fulfillment, at or before the Closing, of all of the following further conditions:conditions (subject to the right of Buyer to waive any such condition in writing): (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the The representations and warranties of Sellers Seller and the Shareholders contained in this Agreement and in any certificate Exhibit or other writing document delivered by Sellers Seller and the Shareholders pursuant hereto that are qualified by materiality or Material Adverse Effect in connection with the transactions contemplated hereby shall be true, have been true and all other such representations correct as of the date of this Agreement and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made correct at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as defined in Section 6.1) as if made on and as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; andClosing Date; (b) all actions Following the date hereof, no action, suit or proceeding shall have been takeninstituted or threatened which (i) seeks to restrain, prohibit or declare illegal, or consents obtainedto obtain a material amount of damages arising from, with respect to permitsthe transactions contemplated by this Agreement or (ii) could, licensesif adversely determined, authorizations and contracts relating to materially impair the Purchased Assets such that the Closing value of the Transactions will not constitute a default under Assets or cause the Business and no temporary restraining order or permit injunction shall have been issued by any court or governmental body restraining or prohibiting, and no other laws, statutes, ordinances, orders, rules or regulations ("Legal Requirements") shall have come into effect making illegal, performance of this Agreement or the termination, cancellation, acceleration or other change consummation of any right or obligation or of the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby; (c) All consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with any, agency, entity or person in connection with the consummation of the transactions contemplated hereby shall have been obtained or made; (d) All instruments incident to and all proceedings to be taken in connection with the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Buyer and its counsel; (e) Seller shall have delivered to Buyer, an opinion of Seller's legal counsel, reasonably acceptable in form and substance, to the effect of the matters contained in Sections 2.1, 2.2, 2.5, 2.6, 2.7, the first sentence of 2.8, 2.10(b), 2.15 and, to the best of the knowledge of Seller's counsel after due inquiry, Sections 2.16 and 2.17; (f) Consents to assignment and renewal of existing customer, distributor and development agreements relating to Seller's Business shall have been obtained and Buyer shall have obtained debt or equity financing on terms received reasonable assurance from the parties to the aforesaid as to their intention to continue to transact business with Buyer, as successor to Seller; (g) Confirmation of the asset value of the Property, Inventory and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expensesEquipment at a minimum of $580,000 shall have been effectuated; and (dh) Buyer The audit of the results of Seller's Business for the fiscal year ending December 31, 2000 as provided in Section 4.3 shall have received been completed to the Buyer Fairness Opinion reasonable satisfaction of Buyer, and any other covenants and obligations of Seller and/or the Shareholders contained in form this Agreement shall have been performed and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Dateadhered to.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Buyer) at or prior to the Closing of each of the following further conditions (it being understood that, if permitted by applicable Law, Buyer may waive any one or more of the following conditions:): (ia) Sellers there shall not be in effect any Law or Order enacted, issued, promulgated, enforced or entered by any court or other Governmental Authority of competent jurisdiction (each, a "Restraint") that enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated hereby; provided, that, prior to invoking this condition, Buyer shall have used commercially reasonable efforts (including in accordance with Section 6.4) to remove any such Restraint; (b) Parent and the Company shall have performed and complied in all material respects with all of their covenants, agreements and obligations hereunder required to be performed or complied with by them Parent and the Company, respectively, under this Agreement at or prior to the Closing, ; (iic) the representations and warranties of Sellers the Company contained in ARTICLE III and Parent contained in ARTICLE IV shall be true and correct (without giving effect to any limitation or qualification contained therein relating to "materiality" or "Company Material Adverse Effect") as of the date of this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case and correct (without giving effect to any limitation or qualification contained therein relating to "materiality" or "Company Material Adverse Effect") at and as of the Closing Date as if though made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks made as of a specified date or period an earlier date, in which case only at and as of timesuch date), except where the failure of such representations and warranties to be so true and correct (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne giving effect to the foregoing effect; and (bapplicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation or qualification as to "materiality" or "Company Material Adverse Effect" set forth therein) all actions shall have been takenhas not had, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; (cd) Buyer Parent shall have executed and delivered to Buyer signed counterparts to the Transition Services Agreement; (e) the Company and Sxxxxxx shall have each executed and delivered to Buyer signed counterparts to the Distribution Agreement and the Supply Agreement; (f) the Company, Sxxxxxx and Nxxxxx Rubbermaid Europe shall have each executed and delivered to Buyer signed counterparts to the License Agreement; (g) the applicable waiting period under the HSR Act shall have expired or been terminated, and all other foreign antitrust approvals, consents or authorizations under foreign Antitrust Laws required to be obtained debt prior to the Closing from any Governmental Authority in order to consummate the transactions contemplated hereby shall have been obtained; (h) since the Balance Sheet Date, there has not been any Circumstance that has had or equity financing on terms and conditions could reasonably satisfactory be expected to it sufficient to pay the Purchase Price and related fees and expenseshave a Company Material Adverse Effect; and (di) Buyer Parent shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory delivered, or caused to be delivered, to Buyer and such opinion shall be the deliverables set forth in full force and effect as of the Closing DateSection 2.3(a).

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing Merger are subject to the satisfaction or waiver by Buyer of the following further conditions: (ia) Sellers shall have performed in all material respects all each of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are is qualified by as to materiality or Material Adverse Effect shall be truetrue and correct, and all other such each of the representations and warranties of Seller the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case at as of the date of this Agreement and as of the Closing Date Effective Time with the same effect as if though made at and as of the Closing Date Effective Time (except to the extent that a representation or warranty expressly speaks made as of a specified date or period an earlier date, in which case as of timesuch date), and (iii) the Buyer shall have received a certificate signed on behalf of the Company by a duly authorized the chief executive officer or chief financial officer of Metaldyne the Company to the foregoing such effect; and; (b) all actions the Company shall have been taken, performed or consents obtained, complied in all material respects with respect all material agreements and covenants required by this Agreement to permits, licenses, authorizations and contracts relating be performed or complied with by it on or prior to the Purchased Assets such that the Closing Effective Time, and Buyer shall have received a certificate signed on behalf of the Transactions will not constitute a default under Company by the chief executive officer or cause or permit chief financial officer of the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit Company to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effecteffect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory received from each person named in the letter referred to it sufficient to pay in Section 6.11 an executed copy of an agreement substantially in the Purchase Price and related fees and expenses; andform of Exhibit B hereto; (d) Buyer shall have received the Buyer Fairness Opinion evidence, in form and substance reasonably satisfactory to it, that Buyer or the Company shall have obtained (i) all material consents, approvals, authorizations, qualifications and orders of all Governmental Authorities legally required for the consummation of the Merger and (ii) all other consents, approvals, authorizations, qualifications and orders of Governmental Authorities or third parties required (other than those set forth in Section 7.2(d) of the Company Disclosure Schedule) for the consummation of the Merger, except, in the case of this clause (ii), for those the failure of which to be obtained individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect; provided, however, that if Buyer has failed to fulfill its obligations under Section 6.3 hereof it shall not be entitled to deem this Section 7.2(d) unsatisfied by reason of such non-fulfillment; (e) [INTENTIONALLY OMITTED] (f) In the case of the Forward Merger, Buyer shall have received (i) the opinion shall be of Squadron, Ellenoff, Plesent & Sheixxxxx XXX, in full force form and effect substance reasonably satisfactory to Buyer, dated as of the Closing Date, on the basis of facts, representations and assumptions set forth in such opinion, the IRS Ruling, and certificates obtained from officers of Buyer, Acquisition Sub and the Company, all of which are consistent with the state of facts 58 67 existing as of the Effective Time, to the effect that (A) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, (B) for U.S. federal income tax purposes, no income, gain or loss will be recognized by Buyer, Acquisition Sub and the Company as a result of the Merger, and (C) for U.S. federal income tax purposes, no income, gain or loss will be recognized by the holders of Company Common Stock as a result of the Merger except to the extent such holders receive cash as Merger Consideration and (ii) a private letter ruling (the "IRS Ruling") from the IRS, to the effect that the Merger will satisfy the continuity of business enterprise requirement described in Treasury Regulations Section 1.368-1(d). In rendering the opinion described in clause (i) hereof, Squadron, Ellenoff, Plesent & Sheixxxxx XXX shall have received and may rely upon the certificates and representations referred to in Section 6.8 hereof; and (g) the FCC Consent shall not contain any Adverse Condition.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate effect the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following further conditionsconditions prior to the Closing Date: (ia) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller Target Corporations shall be true in all material respects, in each case and correct as of the date hereof and at and as of the Closing Date Closing, with the same force and effect as if though made at on and as of the Closing, except when any failure of a representation or warranty to be true and correct would not result in a Material Adverse Effect, and the same shall be certified at Closing Date by each Target Corporation and Representing Shareholders; (b) Target Corporations shall have performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed or complied with by them prior to the Closing Date, except when any failure to so perform or comply would not result in a Material Adverse Effect, and the same shall be certified at Closing by each Target Corporation and Representing Shareholders; (c) all consents, approvals and waivers from governmental authorities required to be obtained to consummate the transactions contemplated by this Agreement shall have been obtained, except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures failure to obtain any such consent or other actionconsents, defaults, terminations, cancellations, accelerations, changes or losses that approvals and waivers would not be reasonably expected to have, individually or result in the aggregate, a Material Adverse Effect; (cd) Buyer United, Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxx, III, respectively, shall have obtained debt or equity financing entered into the Noncompetition Agreements with Buyer. In addition, Champ Industries, Inc. shall have entered into the Consulting Agreement; (e) on terms the Closing Date, United will: (i) execute, acknowledge and conditions reasonably satisfactory deliver to it Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance, sale, transfer and assignment, as shall be required in order to pay effectively vest in Buyer all of United's right, title and interest in and to the Purchase Price Purchased Assets free and related fees and expensesclear of any Encumbrance, except Permitted Encumbrances; and (dii) provide Buyer possession of all of the files, documents, papers, contracts, agreements, books of account or ledgers and documentation in support thereof, and all other information appearing in a writing as pertains to the Purchased Assets and which is in United's possession, custody or control; (f) Selling Shareholders shall have delivered to Buyer certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer and other good and sufficient instruments of transfer, reasonably satisfactory in form and substance to Buyer as shall be effective to vest in Buyer all right, title and interest in and to the Shares; (g) United and each Selling Shareholder shall have executed and delivered the Net Asset Escrow Agreement and the Indemnification Escrow Agreement; (h) Buyer shall have received the opinion of Xxxxxx & Xxxxxx, L.L.P. with respect to (i) the existence and good standing of each Target Corporation and (ii) the legal matters set forth in Section 2.3, except such counsel may assume the legal capacity of the Selling Shareholders who are natural persons and the opinion will be subject to such other customary assumptions and qualifications as are appropriate under the circumstances; and (a) Selling Shareholders shall have caused the termination of the contingent consideration (the "Contingent Consideration") payable by Xxxxxxxx pursuant to the Asset Purchase Agreement dated November 3, 1994 or (b) Selling Shareholders shall have entered into an agreement whereby they indemnify Buyer Fairness Opinion in form and substance reasonably satisfactory and/or Xxxxxxxx from any costs or losses related to Buyer and any obligation to pay the Contingent Consideration, such opinion shall agreement to be in full force and effect as of the Closing Datea form reasonably acceptable to Buyer.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer at the Closing to consummate the Closing are transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following further conditions: (a) (i) Sellers shall have performed in all material respects all Each of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained Seller in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or contains an express Material Adverse Effect Change or materiality qualification, shall be true, have been true and all other such representations correct as of the date of this Agreement and warranties of Seller shall be true in all material respects, in each case at and correct as of the Closing Date as if made at and as of the Closing Date such date (except to the extent those representations and warranties that a representation or warranty expressly speaks address matters only as of a specified date or period date, the accuracy of time)which shall be determined as of that specified date) in all respects, and (iiiii) all other representations and warranties of Seller in this Agreement, considered individually and collectively, shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date) in all material respects. (b) The covenants, terms, conditions and agreements required by this Agreement to be performed by Seller, the Selling Subsidiaries and the Acquired Companies on or prior to the Closing Date shall have been duly performed or complied with in all material respects prior to the Closing; provided, however, that, notwithstanding the foregoing, the covenants contained in Section 5.8(a) and in Sections 5.32(b)–(f) shall not be conditions precedent to Buyer’s obligation to consummate the transactions contemplated by this Agreement at the Closing, and the Closing shall not, however, constitute a waiver of any rights that Buyer may have with respect thereto. (c) Buyer shall have received been furnished with (i) a certificate signed executed by a duly an authorized officer of Metaldyne Seller, dated as of the Closing Date, certifying that the conditions contained in Sections 6.1(a) and 6.1(b) have been fulfilled; (ii) the other documents and instruments required to be delivered by Seller and the foregoing effectSelling Subsidiaries pursuant to Section 2.7; and(iii) a release executed by Seller and each Selling Subsidiary in substantially the form attached as Exhibit N; (iv) resignations of all directors, officers, proxies, powers of attorneys, and similar positions of each Acquired Company as directed by Buyer and (v) a legal opinion of Seller’s internal legal counsel substantially in the form of Exhibit P. (bd) all actions No order, decree or judgment of any court or tribunal of competent jurisdiction that makes the consummation of the purchase and sale of the Business illegal shall have been takenissued and be in effect, and since the date of this Agreement, there must not have been commenced or threatened against Buyer or any its Affiliates, any proceeding involving any challenge to, or consents obtainedseeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with respect to permits, licenses, authorizations any of the transactions contemplated by this Agreement. (e) The waiting period required by the HSR Act and contracts any comparable foreign legal requirement relating to competition laws, and any extensions thereof obtained by request or other action of the Purchased Assets FTC and/or the Antitrust Division or other foreign Governmental Authority, as applicable, shall have expired or been terminated by the FTC and the Antitrust Division or such that foreign Governmental Authority. (f) Each of the consents identified on Appendix E (the “Material Consents”) shall have been obtained and shall be in full force and effect. (g) Between the date hereof and the Closing Date, no changes, effects, events, occurrences, state of the Transactions will not constitute a default under facts or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to havedevelopments that, individually or in the aggregate, would reasonably be likely to constitute, a Material Adverse Effect; (c) Buyer Change shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Dateoccurred.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment, prior to or at Closing, of each of the following further conditions:conditions (any or all of which may be waived by Buyer in its discretion): (a) Each of the of the representations and warranties set forth in Articles III and Article IV shall be true and correct as of the Closing Date with the same force and effect as though made at and as of that time except (i) Sellers for those changes specifically permitted by or disclosed on any schedule to this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; (b) The Seller Parties shall have performed in and complied with all material respects all of their covenants, obligations hereunder and undertakings required by this Agreement to be performed and complied with by them the Seller Parties at or prior to the Closing; (c) There shall be no Litigation that seeks to restrain, enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and no judgment, order or decree shall have been rendered that has the effect of enjoining the consummation of the transactions contemplated hereby or thereby; (d) Each of the Shareholders and the Seller Parties, as applicable, shall have executed and delivered to Buyer a certificate in a form reasonably satisfactory to Buyer certifying, as of the Closing Date, as to (i) the accuracy of the representations and warranties set forth in Article III and Article IV, respectively; (ii) the representations fulfillment of the conditions specified in this Section 8.2 and warranties (iii) incumbency, signatures and other matters customary for transactions of this nature; (e) The Sellers contained shall have delivered to Buyer an opinion of counsel in form reasonably satisfactory to Buyer; (f) The Sellers shall have procured and delivered to Buyer consents and approvals from all Persons from whom consents are required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (g) Each Seller shall complete, execute and deliver to Buyer a certificate in any certificate or a form reasonably acceptable to Buyer, to the effect that no withholding is required under Section 1445 of the Code in connection with the transactions contemplated by this Agreement; (h) The Sellers shall have delivered to Buyer a certificate, dated within ten (10) days prior to the Closing Date, duly issued by the appropriate Governmental Authorities (i) in their Organization State and in each other writing delivered by Sellers pursuant hereto that jurisdiction where they are qualified to do business showing them to be in good standing and authorized to do business in its Organization State and those other jurisdictions and (ii) in their Organization State certifying their articles of incorporation or equivalent organizational documents; (i) The Sellers shall have delivered to Buyer in forms reasonably satisfactory to Buyer, (x) estoppel letters or similar documents reasonably acceptable to Buyer executed by materiality or Material Adverse Effect shall be true, the lessors under the Real Property Leases and all other such representations the Capital Leases and warranties (y) documents confirming the assignment of Seller shall be true in all material respects, in each case at the Real Property Leases and the Capital Leases effective as of the Closing Date as if made at and as the assignments of all Real Property Leases being assigned will not result in the termination of any Real Property Leases and will not result in any modification in any of the Closing Date terms of any Real Property Lease including the following: (except i) modification in the term of any Real Property Lease, (ii) an increase in any amounts due under Real Property Lease, (iii) the elimination or modification of any applicable renewal option or (iv) any modification in any requirements relating to any applicable security deposit, it being understood that Steixxx xxxl be willing to provide parent guarantees and Buyer will provide any and all security deposits or letters of credit each of which shall not exceed the extent current amount of said security deposits or letters of credit at such property. It being understood further that a representation the provisions of this Section 8.1(i) are subject to Section 2.11; (j) Between the date hereof and the Closing, (i) there shall have been no Material Adverse Change in the Purchased Assets or warranty expressly speaks as the Business of a specified date the Sellers and the Company, (ii) there shall have been no adverse federal, state or period of time)local legislative or regulatory change affecting in any respect the Purchased Assets or the Business, and (iii) none of the Purchased Assets shall have been damaged by fire, flood, casualty, act of God or the public enemy or other cause (regardless of insurance coverage for such damage), and there shall have been delivered to Buyer a certificate to that effect, dated the Closing and signed on behalf of the Sellers, it being understood that the provisions of this Section 8.1(j)(iii) shall be subject to adjustment as set forth in Section 2.11; (k) The Sellers shall have provided wire transfer instructions with respect to the cash to be paid at the Closing to the Sellers; (l) The Sellers shall have delivered to Buyer copies of (i) the resolutions of the respective Boards of Directors and shareholders of the Sellers authorizing the execution and performance of this Agreement and the transactions contemplated hereby and (ii) the bylaws, of the Sellers, in each case certified by the secretary or an assistant secretary of the respective Seller; (m) The Sellers shall have delivered to Buyer properly completed and executed DOC Forms in form reasonably acceptable to Buyer; (n) Sellers shall have delivered the required release agreement relating to the Thermolase Warrants satisfactory to Buyer; (o) The Katzxxx Xxxloyment Agreements shall be entered into and agreed to in form satisfactory to Buyer; (p) The Greenhouse License Agreement shall have been entered into and agreed to in form satisfactory to Buyer; (q) Sellers shall have delivered the consent of Treyball, L.L.C., a Pennsylvania limited liability company required for assigning the Membership Interest; (r) The TGH Indebtedness shall have been repaid in accordance with its terms; (s) All legal fees and expenses relating to the TGH Indebtedness (and its execution and delivery) shall be paid in full by TGH; provided, the legal fees relating thereto shall not exceed $30,000; (t) Buyer shall have received a certificate signed be satisfied with the allocation schedule required by a duly authorized officer of Metaldyne to the foregoing effectSection 2.6; and (bu) all actions Seller Parties shall have been takendelivered to Buyer a letter dated as of a date within 5 days of Closing from Frost National Bank ("Frost") that (i) no default or events of default exists under any obligations it has with the Seller Parties, including any obligations of Greenhouse (collectively, the "Frost Documents") and (ii) Frost will, for as long as any of the Seller Parties owe only obligations under any Frost Documents, notify Buyer within three (3) days of its knowledge of any default, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such existence of any facts from which one might conclude that the Closing of the Transactions will not constitute a default under or cause or permit the terminationis imminent, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing DateFrost Documents.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing Merger are subject to the satisfaction or waiver by Buyer of the following further conditions: (ia) Sellers shall have performed in all material respects all each of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are is qualified by as to materiality or Material Adverse Effect shall be truetrue and correct, and all other such each of the representations and warranties of Seller the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case at as of the date of this Agreement and as of the Closing Date Effective Time with the same effect as if though made at and as of the Closing Date Effective Time (except to the extent that a representation or warranty expressly speaks made as of a specified date or period an earlier date, in which case as of timesuch date), and (iii) the Buyer shall have received a certificate signed on behalf of the Company by a duly authorized the chief executive officer or chief financial officer of Metaldyne the Company to the foregoing such effect; and; (b) all actions the Company shall have been taken, performed or consents obtained, complied in all material respects with respect all material agreements and covenants required by this Agreement to permits, licenses, authorizations and contracts relating be performed or complied with by it on or prior to the Purchased Assets such that the Closing Effective Time, and Buyer shall have received a certificate signed on behalf of the Transactions will not constitute a default under Company by the chief executive officer or cause or permit chief financial officer of the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit Company to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effecteffect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory received from each person named in the letter referred to it sufficient to pay in Section 6.11 an executed copy of an agreement substantially in the Purchase Price and related fees and expenses; andform of Exhibit A hereto; (d) Buyer shall have received the Buyer Fairness Opinion evidence, in form and substance reasonably satisfactory to it, that Buyer or the Company shall have obtained (i) all material consents, approvals, authorizations, qualifications and orders of all Governmental Authorities legally required for the consummation of the Merger and (ii) all other consents, approvals, authorizations, qualifications and orders of Governmental Authorities or third parties required (other than those set forth in Section 7.2(d) of the Company Disclosure Schedule) for the consummation of the Merger, except, in the case of this clause (ii), for those the failure of which to be obtained individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect; provided, however, that if Buyer has failed to fulfill its obligations under Section 6.3 hereof it shall not be entitled to deem this Section 7.2(d) unsatisfied by reason of such non-fulfillment; (e) the redemption of the Prior Preferred Stock shall have been consummated in accordance with Section 5.2; (f) In the case of the Forward Merger, Buyer shall have received (i) the opinion shall be of Squadron, Ellenoff, Plesent & Sheinfeld LLP, in full force form and effect substance reasonably satisfactory to Bxxxx, xxxed as of the Closing Date, on the basis of facts, representations and assumptions set forth in such opinion, the IRS Ruling, and certificates obtained from officers of Buyer, Acquisition Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (A) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, (B) for U.S. federal income tax purposes, no income, gain or loss will be recognized by Buyer, Acquisition Sub and the Company as a result of the Merger, and (C) for U.S. federal income tax purposes, no income, gain or loss will be recognized by the holders of Common Stock Equivalents as a result of the Merger except to the extent such holders receive cash as Merger Consideration and (ii) a private letter ruling (the "IRS Ruling") from the IRS, to the effect that the Merger will satisfy the continuity of business enterprise requirement described in Treasury Regulations Section 1.368-1(d). In rendering the opinion described in clause (i) hereof, Squadron, Ellenoff, Plesent & Sheinfeld LLP shall have received and may rely upon the certificaxxx xxx xepresentations referred to in Section 6.8 hereof; and (g) the FCC Consent shall not contain any Adverse Condition.

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Closing Contemplated Transactions are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them fulfillment at or prior to the ClosingClosing of each of the following additional conditions, any or all of which may be waived in writing in whole or part by the Buyer to the extent permitted by applicable Law: (iia) the The representations and warranties of Sellers each of the Company and the Stockholders contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are herein qualified by as to materiality or Company Material Adverse Effect shall be true, true and correct in all other such representations respects and warranties of Seller those not so qualified shall be true and correct in all material respects, in each case respects as of the date hereof and at and as of the Closing Date as if though such representations and warranties were made at and as of the Closing Date such date (except to the extent that a representation or warranty expressly speaks for representations and warranties made as of a specified date or period date, which shall speak only as of timethe specified date), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and. (b) all actions Each of the Company and the Stockholders shall have been takenperformed or complied with in all material respects all agreements, covenants and conditions contained herein required to be performed or consents obtained, complied with respect by them prior to permits, licenses, authorizations and contracts relating to or at the Purchased Assets such that the Closing time of the Transactions will Closing. (c) Since the date of this Agreement, there shall not constitute a default under have been any event, change, effect, occurrence or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to havecircumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and. (d) The Company and the Stockholders shall have delivered to the Buyer certificates, dated the date of the Closing, signed by an executive officer of the Company, by the Stockholders’ Agent, certifying as to the fulfillment of the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c). (e) All of the Company Consents set forth in Section 7.2(e) of the Company Disclosure Schedule shall have been obtained and the Company has delivered to the Buyer good standing certificates for the Company and each of the Company Subsidiaries from the relevant jurisdiction. (f) All proceedings of the Company and the Stockholders that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer and its counsel shall have received such evidence of any such proceedings, good standing certificates, organizational and governing documents, certified in a secretary’s certificate, as is customary in transactions such as this one. (g) All stockholders agreements, voting agreements, registration rights agreements and similar agreements between or among the Company and the Stockholders, and all other agreements set forth in Section 7.2(g) of the Company Disclosure Schedule, shall have been terminated and shall cease to be of force or effect. (h) The Buyer shall be satisfied, in its sole discretion, that the financial statements of the Company as of and for the years ended September 30, 2016 and September 30, 2017 will be completed on or before 60 days following the Closing Date. (i) The Company (i) shall have provided for, assuming the payment provided under Section 1.1(b) by the Buyer is insufficient, the payment in full of the indebtedness (including all accrued interest and obligations through the Closing Date) of the Company to BankUnited and (ii) shall deliver to the Buyer evidence sufficient to the Buyer that such indebtedness has been paid and any Encumbrances in connection therewith have been removed from all assets of the Company. (j) The Stockholders shall have delivered to the Buyer (i) the Consulting Agreement and (ii) an Assignment and Assumption Agreement, in the form attached as Exhibit C hereto (the “Assignment and Assumption Agreement”), providing for the assumption by Xxx X. Xxxxxxx, Xx. of the Company’s promissory note, dated ________, 201_, to Xxx X. Xxxxxxx, Xx. and Xxxxx Xxxxxxx in the outstanding amount of approximately $34,000 as of the date hereof. (k) The Buyer shall have received a legal opinion from counsel to the Company with respect to the matters set forth in Exhibit D attached hereto, addressed to the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect dated as of the Closing Date.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated hereby are subject to the satisfaction (or waiver by Buyer) of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii1) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and accurate as of the Closing Date as if made at and as of the Closing Date such time (except to the extent other than those representations and warranties that a representation or warranty expressly speaks address matters only as of a specified particular date or only with respect to a specific period of timetime which need to be true and accurate only as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (iiiwithout giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein), would not have a Company Material Adverse Effect; provided, that a Company Material Adverse Effect relating to the Dermablend Business, the National Cosmetics Business or the Iman Business will not be deemed a Company Material Adverse Effect for purposes of this Section 6.2(a) if Buyer is to sell such business pursuant to Sections 4.11(a) or (b), as applicable. (2) Seller shall have performed in all material respects the obligations hereunder required to be performed by it at or prior to the Closing Date; (3) Buyer shall have received a certificate signed on behalf of Seller by a duly authorized one executive officer of Metaldyne Seller, dated as of the Closing Date, to the foregoing effect; andeffect that, the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; (b4) all actions authorizations, approvals or consents from any third party (other than a Governmental Entity) required to permit the consummation of the transactions contemplated hereby shall have been takenobtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, have a Company Material Adverse Effect; (c5) if required pursuant to Section 4.11(b), Seller or its designees are reasonably prepared and able to purchase the National Cosmetics Business and the Iman Business from Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay immediately following the Purchase Price and related fees and expensesClosing; and (d6) any director of the Company or any of its Subsidiaries whose resignation shall have been requested by Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory submitted his or her resignation to Buyer and such opinion shall be in full force and effect effective as of the Closing Date.

Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing transactions contemplated hereby are subject to the satisfaction (or waiver in whole or in part by Buyer) of the following further conditions: (ia) Sellers shall have performed in all material respects all Each of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement the Company and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller Shareholders shall be true and accurate in all material respects, in each case at respects as of the date hereof and as of the Closing Date as if made at and as of such time (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and accurate only as of such date or with respect to such period), and giving effect to all limitations as to “materiality” and “Material Adverse Effect” set forth in such representations and warranties, provided, however, the parties shall be obligated to consummate the transactions contemplated hereby if, in the event the representations and warranties of the Company and Shareholders are not true as of the Closing Date (except but the loss, cost or expense caused by such breach is reserved for as a liability in the Closing Balance Sheet and such breach would not have a Material Adverse Effect on the Business or the PHP Group, taken as a whole, and provided that the Company and Shareholders shall not have breached any representation and warranty under Section 3.1 as to the extent that a representation ownership of Shares, Sections 3.3 and 3.4 as to the ownership of shares of capital stock of PHPI, Section 3.17 with respect to Material Agreements only or warranty expressly speaks as of a specified date or period of time), and (iiiSection 3.18(c) with respect to Provider Agreements in which case Buyer shall have received a certificate signed not be obligated to consummate the transactions contemplated hereby. In the case of any other breach or breaches of representations or warranties by a duly authorized officer Shareholders or the Company after the date of Metaldyne this Agreement and before the Closing Date that is disclosed to Buyer before Closing in an update to the foregoing effect; Disclosure Schedule, if the Loss caused by such disclosed items is equal to or less than $500,000 (the “Pre-Closing Basket”) in the aggregate from all such disclosed items, Buyer shall be obligated to close and to accept such Losses provided that the first $250,000 of such Losses shall reduce the amount of Basket set forth in Section 6.1(c) by such amount. In the event the Losses from all such disclosed items exceed $500,000, or if the Buyer reasonably and in good faith believes the Losses it is reasonably likely to incur from such breach or breaches exceed $500,000 Buyer will provide a detailed schedule of such Losses to the Company, then, in either such case, Buyer, at its option, shall provide written notice to Shareholders and, in the event of such Notice, Buyer and Shareholders shall make a good faith effort to agree to a reduction in the Aggregate Consideration for the Losses in lieu of such termination. If no such agreement is reached within 30 days, either party may terminate this Agreement; (b) all actions Shareholders shall have been takenhave, or consents obtained, with respect to permits, licenses, authorizations shall cause the Company and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected Newco Group to have, individually performed and complied in all material respects with all of the terms, covenants, agreements, undertakings, acts, conditions and obligations hereunder required to be performed or in complied with by it at or before the aggregate, a Material Adverse EffectClosing Date; (c) Buyer shall have obtained debt or equity financing on terms received a certificate from Agent dated as of the Closing Date, certifying that the conditions set forth in Section 7.2(a) and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; andSection 7.2(b) have been satisfied; (d) Buyer shall have received a certificate from each of the Company and each entity Shareholder signed by their respective Secretaries or other proper officer or manager and dated the Closing Date, certifying as to the person executing this Agreement on behalf of the Company or such entity that (a) such person is an officer thereof holding the office or offices specified therein, and (b) that the signature of each such person set forth on such certificate is his or her genuine signature; (e) Buyer Fairness Opinion in form shall have received duly executed resignations from all of the Company’s and substance reasonably satisfactory to Buyer PHPI’s directors and such opinion shall be in full force and effect officers effective as of the Closing Date.; (f) Shareholders shall have delivered to Buyer certificates representing one hundred percent (100%) of the Shares (with the understanding that all certificates representing Dissenting Shares shall have been cancelled at or prior to Closing in accordance with Section 2.3(d)) duly endorsed in blank or accompanied by stock powers duly executed in blank; (g) Executives, Newco Group and the Excluded Subsidiaries shall have duly executed and delivered to Buyer the Non-Competition Agreement substantially in the form of Exhibit E [OMITTED]; (h) Any required consents or approvals of parties to the Material Agreements set forth on Schedule 7.2(h) [OMITTED] with respect to the change in control of the Company shall have been obtained; (i) Buyer shall have received from counsel to the Company an opinion in form and substance as set forth in Exhibit F [OMITTED], addressed to Buyer and dated as of the Closing Date; (j) Agent and Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement; (k) There shall not have occurred any event or occurrence and there shall not have occurred any regulatory change that is reasonably likely to have a Material Adverse Effect on the PHP Group, the Business or the Assets after Closing; (l) All of the Options shall have been fully exercised or terminated; (m) All of the Preferred Shares shall have been redeemed and retired by Company; (n) The Company and PHPI shall be subject to the same statutory surplus, premium reserves, working capital, insolvency insurance, parent company guarantee and deposit requirements to which they are now subject with respect to the Business immediately after Closing; (o) Buyer shall have received any required waiver and consent from the DOI and AHCA to permit Buyer to acquire control of the PHP Group; (p) The PHP Group shall be released from any guarantee of indebtedness (or shall Newco Group, jointly and severally, shall indemnify and hold Buyer harmless with respect to any such guarantee that is not released before Closing with the PHP Group’s best efforts) or of a contract or lease of any Excluded Subsidiary, Pinellas County or any other Person as set forth on Schedule 7.2(p) [OMITTED] and the Employment Agreements set forth on Schedule 7.2(p) [OMITTED] shall have been terminated or assigned to Newco Group; (q) Buyer shall receive an Acknowledgment and Release from each Shareholder and each Shareholder shall have used its commercially reasonable efforts to obtain and deliver an Acknowledgement and Release from the spouse of each Shareholder, if any, in the form attached hereto as Exhibit H [OMITTED] executed in such Shareholder’s or spouse’s individual capacity, which waives and releases any and all claims of any kind or nature whatsoever that such Shareholder or spouse of a Shareholder may now have or hereafter acquire arising from or related to, in any manner, Shareholder’s association or affiliation with or relation to the PHP Group, and to the Shares being conveyed to Buyer pursuant to this Agreement, including, but not limited to, any community property rights; (r) Buyer shall receive the Separation Agreement, in the form attached hereto as Exhibit I [OMITTED] as executed by Newco Group and PHP Group (the “Separation Agreement”), the Assignment and Assumption Agreement in the form attached as Exhibit P [OMITTED] as executed by PHPI and CarePlus Health Plans (the “Assignment and Assumption”), the Novation Agreement in the form attached as Exhibit Q [OMITTED] as executed by PHPI, CarePlus Health Plans and Centers for Medicare and Medicaid Services (the “Novation”) and the Redemption Agreement(s) in the form attached as Exhibit M [OMITTED] executed by the Company and each Shareholder participating in such redemption, the Separation Agreement and the Redemption Agreement shall not have been amended or terminated without Buyer’s written consent, and any changes to the Assignment and Assumption and the Novation shall not adversely affect Buyer and shall not have been terminated and closings shall have occurred under the Separation Agreement, the Assignment and Assumption Agreement, the Novation and the Redemption Agreement, in accordance with the terms of such agreements, on or before the Closing Date; (s) The Atlantic Dental Ancillary Care Agreement between PHPI and Atlantic Dental, Inc. shall have been amended to provide for (i) a term of five years from the Closing Date, and (ii) termination without cause on one year’s notice by PHPI; (t) The provider agreement between PHPI and CarePlus Medical Centers, LLC for the medical clinics operated by Newco Group (including Medicaid clinics hereafter opened or acquired and CarePlus Medical Centers, LLC) shall have been amended to provide for (i) term of five years from the Closing Date, (ii) termination without cause by PHPI on one year’s notice, (iii) the clinics operated by Newco Group shall provide services to up to 36,000 members of the Business, in the aggregate, as determined by PHPI, and (iv) the rates shall be the substantially similar to the rates PHPI pays comparable providers for similar services in similar Florida markets, which rates shall be adjusted at such times as Medicaid rates are adjusted by ACHA; (u) Unless otherwise directed by Buyer, the Service Agreements between PHPI and each of MedImpact Healthcare Systems, Inc., Comprehensive Behavioral Care, Inc. (dated July 22, 2000) and Vision Care, Inc. (Ancillary Care Agreement dated March 18, 1998) have been terminated or validly assigned to Newco Group; (v) Newco Group shall have duly executed and delivered to Buyer the Administrative Services Agreement attached as Exhibit L [OMITTED]; (w) The License Agreement attached as Exhibit C [OMITTED] shall have been executed by Newco Group and delivered to Buyer; and

Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate effect the Closing are transactions contemplated hereby shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each and every one of the following further conditions:, unless waived, in whole or in part, by Buyer for purposes of consummating such transaction. (ia) Sellers The representations and warranties of the Seller set forth herein shall have performed be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on the Closing Date; (b) Seller shall have performed and complied with all of their obligations hereunder agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by them at Seller on or prior to the Closing, ; (iic) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) The Buyer shall have received a certificate certificate, dated the Closing Date and signed by a duly authorized officer the President of Metaldyne the Seller to the foregoing effect; and (beffect set forth in Section 6.2(a) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to 6.2(b) for the Purchased Assets purpose of verifying the accuracy of such that representations and warranties and the Closing performance and satisfaction of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effectcovenants and conditions; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received each of the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect following, dated as of the Closing Date or, with respect to certificates of governmental authorities, dated within 30 business days prior to the Closing Date: (i) A certificate of the Secretary of State of New Mexico as to the existence and good standing of Seller certificates of the appropriate governmental authorities of each state in which Seller is qualified or authorized to transact business as to the good standing and qualification or authorization of Seller; (ii) Resolutions of the Board of Directors of Seller that authorize the execution, delivery and performance of this Agreement and the documents referred to herein to which it is or is to be a party; (e) Seller shall have delivered to Buyer all instruments of assignment and bills of sale necessary to transfer and convey to Buyer good and marketable title to the Purchased Assets; (f) No action, suit or proceeding by or before any court or any governmental or regulatory authority shall have been commenced and no investigation by any governmental or regulatory authority shall have been commenced seeking to restrain, prevent or challenge the transactions contemplated hereby or seeking judgments against Seller.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (a) (i) The representations and warranties of Sellers set forth in Section 4.3 and Section 4.21 of this Agreement shall have performed be true and correct in all material respects all respects, both at and as of their obligations hereunder required to be performed by them the date of this Agreement and at or prior and as of the Closing Date, as if made at and as of such time (except to the Closingextent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of Sellers contained set forth in this Agreement and in any certificate or (other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such than the representations and warranties of Seller Sellers set forth in Section 4.3 and Section 4.21) shall be true in all material respects, in each case and correct both at and as of the date of this Agreement and at and as of the Closing Date Date, as if made at and as of the Closing Date such time (except to the extent that a representation or warranty expressly speaks made as of a specified date or period an earlier date, in which case as of timesuch date), except, in the case of clause (ii), where the failure of such representations and warranties to be so true and correct (iiiwithout giving effect to any materiality or Material Adverse Effect qualifiers contained therein) Buyer shall individually or in the aggregate has not had, and would not be reasonably likely to have received or result in, a certificate signed by a duly authorized officer of Metaldyne to Material Adverse Effect on the foregoing effect; andCompany. (b) Each Seller shall have performed or complied with in all actions material respects all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing. (c) Sellers shall have delivered to Buyer a certificate, dated as of the Closing Date, executed on behalf of Sellers by an authorized Representative thereof, certifying that the conditions specified in Sections 7.1(a) and 7.1(b) have been fulfilled. (d) Sellers shall have delivered copies of any and all surveys of the Real Property in Sellers’ possession, and the Title Company shall be irrevocably prepared to issue the Title Policies, subject only to Buyer’s payment of the premiums. (e) The Buyer Approvals and the Sellers Approvals shall have been duly made, given or obtained and shall be in full force and effect. (f) The waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired or been terminated. (g) No order issued by any court of competent jurisdiction preventing the consummation of the transactions contemplated by this Agreement shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an order be pending, nor shall there be any action taken, or any Law enacted, entered or enforced that would prohibit the consummation of the transactions contemplated hereby that has not been subsequently overturned or otherwise made inapplicable to this Agreement. (h) All material consents and approvals set forth on Schedule 7.1(h) shall have been obtained, with respect and a copy of each such consent and approval shall have been provided to permits, licenses, authorizations and contracts relating Buyer at or prior to the Purchased Assets such that the Closing Closing. (i) The consummation of the Transactions will transactions contemplated under the BRI-Mxxxx PSA shall occur simultaneously with the Closing. (j) Since July 31, 2007, there shall not constitute a default under have occurred any change, development, event, effect, condition or cause or permit the terminationoccurrence, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, either individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to the ownership or development of the Facility or to the assets, properties or condition (financial or otherwise) of the Company taken as a Material Adverse Effect; whole; provided, however that (cx) Buyer no change, development, event, effect, condition or occurrence that is disclosed in the Disclosure Schedule shall have obtained debt result in a failure of the condition set forth in this Section 7.1(j), and (y) any change, development, event, effect, condition or equity financing occurrence to the extent attributable to or resulting or arising from any of the following shall not result in a failure of the condition set forth in this Section 7.1(j): (i) any business, financial or economic change generally affecting the economic conditions in the natural gas storage industry or the southeastern US gas market, (ii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack occurring prior to, on terms or after the date of this Agreement; provided that none of the conditions or events described in this clause (ii) results in the destruction or loss of use of any material assets of the Company, (iii) proposed or adopted legislation or any other proposal or enactment by any Governmental Authority; provided that none of the changes, developments, events, effects, conditions or occurrences described in the foregoing clauses (i) through (iii) has a materially disproportionate effect on the Company (relative to other industry participants); (iv) changes in Tax or accounting requirements or principles or the interpretation thereof (other than any such change that is targeted specifically and conditions reasonably satisfactory solely to it sufficient the Company or any of its Affiliates) or (v) the effect of the development, expansion or construction by another Person of a natural gas storage facility, a liquefied natural gas receiving and regasification terminal or a natural gas pipeline (including an announcement of such other Person’s intention with respect to pay any of the Purchase Price and related fees and expenses; and (dforegoing). Any determination as to whether any change, development, event, effect, condition or occurrence has resulted in a failure of the condition set forth in this Section 7.1(j) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force made only after taking into account all benefits and effect as costs of the Closing Datesuch change, development, event, effect, condition or occurrence.

Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the Closing are Contemplated Transactions shall be subject to the satisfaction of the following further conditionsadditional conditions precedent: (ia) Sellers Parent shall have performed in all material respects all of their the obligations hereunder contained in this Agreement which are required to be performed by them Parent at or prior to before the Closing, . (iib) the The representations and warranties made by Parent on behalf of itself and each of the Subsidiary Sellers contained made in this Agreement Section 4.1(a) (Organization), Section 4.2 (Authority; Binding Effect), Section 4.6 (Capitalization of Acquired Entities) and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller Section 5.1(a) (Organization) shall be true and correct in all material respects, in each case respects at and as of the Closing Date as if made at and as of such time, except for those representations and warranties that expressly relate to an earlier or a particular date, which shall be true and correct as of such date. (c) The other representations and warranties made in this Agreement by Parent on behalf of itself and each of the Subsidiary Sellers shall be true and correct at and as of the Closing Date (except for those representations and warranties that expressly relate to the extent that an earlier or a representation or warranty expressly speaks particular date, which shall be true and correct as of such date, in each case determined without regard to any qualification or exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard, except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, be reasonably expected to have a specified date Material Adverse Effect. (d) Buyer shall have received all consents, authorizations, waivers or period of timeapprovals referred to in Schedule 8.2(d), in each case in form and substance reasonably satisfactory to Buyer, and no such consent, authorization or approval shall have been revoked. (iiie) Buyer shall have received from Parent, in form and substance reasonably satisfactory to Buyer, evidence that all Acquired Entities that are guarantors under the Parent Credit Facility will be released as guarantors thereunder on the Closing Date. (f) Buyer shall have received a certificate signed by a duly an authorized officer representative of Metaldyne to Parent in his or her capacity as such, certifying that the foregoing effect; and conditions specified in Sections 8.2(a), (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer have been fulfilled. (g) Parent shall have obtained debt delivered or equity financing on terms and conditions reasonably satisfactory caused to it sufficient be delivered to pay Buyer duly executed versions of all of the Purchase Price and related fees and expenses; anditems required by Section 3.2(a). (dh) Buyer Parent shall have received from the trustee of the UK Pension Plan approval of the change in the sponsoring entity of the UK Pension Plan such that no sponsoring entity of the UK Pension Plan is an Acquired Entity. (i) Parent and each of the Subsidiary Sellers that is a U.S. Person shall have delivered to Buyer Fairness Opinion a certification, signed under penalties of perjury and dated not more than thirty (30) days prior to the Closing Date, that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2) and confirms that such entity is not a “foreign person” as defined in Section 1445 of the Code. (j) With respect to the Subsidiary Sellers that are not U.S. Persons, a certification by Parent, in form and substance reasonably satisfactory acceptable to Buyer and such opinion shall be in full force and Buyer, to the effect as that (i) none of the Closing DateAcquired Entities are “United States real property holding corporations” within the meaning of Section 897(c)(2) of the Code, and (ii) none of (x) the Acquired Equity Interests sold by such Subsidiary Sellers, (y) the assets of the Acquired Entities sold by such Subsidiary Sellers, or (z) the Other Acquired Assets sold by such Subsidiary Sellers, are “United States real property interests” as defined in Section 897 of the Code.