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

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby cause any Closing to occur at the Closing are subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties (i) Each of Purchaser set forth in this agreement must the Fundamental Buyer Representations (to the extent they relate to the transactions being consummated at such Closing) shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) at and as of the date of this agreement Agreement and at and as of the applicable Closing Date as though if made on such Closing Date (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date) and (ii) each of the other representations and warranties of Buyer contained in Article V of this Agreement (to the extent they relate to the transactions being consummated at such Closing), without giving effect to materiality or other similar qualifications, shall be true and correct at and as of the date of this Agreement and at and as of the applicable Closing Date as if made at and as of such Closing Date (except for any representation or warranty other than such representations and warranties that is limited to an earlier expressly address matters only as of another specified date, in which case such representation or warranty shall have been need only be true and correct only as of such earlier date);, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, interfere with, prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the other Transaction Documents or consummate the transactions contemplated hereby. (b) Purchaser must Buyer shall have performed and complied in all material respects all obligations under its with the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the such Closing Date;; and (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must Buyer shall have delivered to Seller or other specified persons the documentsDeposit Escrow Agent, instrumentsas applicable, certificates the items and other items documents set forth in Section 2.6(b) which are required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur Buyer at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebysuch Closing.

Conditions to the Obligations of Seller. The obligations of Seller Seller's obligation to consummate the transactions Transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction of each or waiver on or prior to the Closing Date of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must and Clearwire contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification as to materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct) as of the date of this agreement and Closing as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date);, and Seller shall have received certificates to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser and Clearwire, respectively. (b) The covenants and agreements of Purchaser must and Clearwire to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects all obligations under its covenants respects, and agreements required by this agreement Seller shall have received certificates to be performed by Purchaser on or before such effect dated the Closing Date;Date and executed by a duly authorized officer of Clearwire and Purchaser, respectively. (c) Purchaser must have and Clearwire having delivered to Seller a certificate, dated the Purchase Price pursuant to Section 2.3. (d) If Seller is an Accredited Investor on the Closing Date and signed by an authorized representative of Purchaseris to receive Clearwire Stock pursuant to Section 2.3, Purchaser shall have executed and delivered to Seller: (i) a joinder, attached hereto as Exhibit C, to the satisfaction Amended and Restated Stockholders Agreement, dated March 16, 2004, by and among Clearwire and Clearwire's stockholders; (ii) a joinder to the Registration Rights Agreement, dated as of March 16, 2005, between Clearwire Corporation and certain holders of Clearwire's Class A Common Stock attached hereto as Exhibit F; and (iii) a side letter, attached hereto as Exhibit G, with respect to the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;Registration Rights Agreement. (e) There must not be Purchaser shall have executed and delivered to Seller an Instrument of Assignment with respect to the License and the Interference Agreements in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation form of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.Exhibit B.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have received executed consents as set forth in Schedules 3.1(c) and (d) in form reasonably satisfactory to Seller; (e) Seller must have received executed consents as set forth in Schedules 3.2(b) and (c); (f) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (eg) Seller shall have received a copy of the Valuation Research Opinion on or before the Closing Date; (h) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (fi) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Seller. The obligations of Seller to consummate sell the Sold Assets and otherwise to effect the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction satisfaction, as of each the Closing, of the following conditions, unless conditions (except to the extent any of the following conditions shall have been expressly waived in whole or in part in writing by Seller:): (a) a. The representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement at and as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty Date. b. Buyer shall have been true performed and correct only as of such earlier date); (b) Purchaser must have performed complied in all material respects all obligations under its with the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser it hereunder on or before prior to the Closing Date (including, without limitation, the payment of the Purchase Price). c. Seller shall have received from Buyer a certificate duly executed by Buyer certifying as to the fulfillment of the conditions set forth in foregoing subsections of this Section 7.2. d. The following documents shall have been delivered to Seller: (i) a counterpart of the Management Agreement, signed by Buyer, as owner of the Sale Containers, effective as of the Closing Date; ; and (cii) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or all other specified persons the documentsagreements, instruments, certificates and other items required documents reasonable, as requested by Seller prior to be delivered the Closing Date to effect the transactions contemplated by Purchaser pursuant to section 5.2;this Agreement. (e) There must not be e. All other permits, approvals, authorizations and consents of third parties necessary for the consummation of the transactions contemplated herein, as set forth in effect any temporary restraining orderthe Seller Disclosure Schedule, shall have been obtained. f. No preliminary or permanent injunction, stay injunction or other order issued by any Governmental Authority preventing the consummation court of competent jurisdiction or regulatory body which restrains, enjoins or otherwise prohibits the transactions contemplated hereby to occur at the Closing must by this Agreement shall be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebynor shall any request for any such injunction be pending.

Conditions to the Obligations of Seller. The obligations of Seller --------------------------------------- to consummate the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each and every one of the following conditions, unless waived waived, in whole or in part in writing part, by Seller:Seller for purposes of consummating such transaction. (a) The representations and warranties of Purchaser RCI and Rick's set forth in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of on the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Date; (b) Purchaser must RCI and Rick's shall have performed in and complied with all material respects all obligations under its agreements, obligations, covenants and agreements conditions required by this agreement Agreement to be performed by Purchaser or complied with on or before prior to the Closing Date; (c) Purchaser must The Seller shall have delivered to Seller received a certificate, dated the Closing Date and signed by an authorized representative the President of Purchaser, as RCI to the effect set forth in Section 9.1(a) and 9.1(b) for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of the conditions in the foregoing subsectionssuch covenants and conditions; (d) Purchaser must The Seller shall have delivered received corporate resolutions of the Board of Directors of RCI, certified by an officer of RCI, which authorize the execution, delivery and performance of this Agreement and the documents referred to Seller herein to which it is or other specified persons the documents, instruments, certificates and other items required is to be delivered by Purchaser pursuant to section 5.2a party dated as of the Closing Date; (e) There must not The Seller shall have received a certificate, dated the Closing Date and signed by the President of Rick's to the effect set forth in Section 9.1(a) and 9.1(b) for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions; (f) The Seller shall have received corporate resolutions of the Board of Directors of Rick's, certified by an officer of Rick's, which 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 dated as of the Closing Date; (g) The related transactions as set forth in effect Section 4.2 shall be consummated concurrently with the Closing; (h) The Board of Directors of Rick's shall have appointed two additional directors to its Board of Directors as selected by Seller; and (i) No action, suit or proceeding by or before any temporary restraining order, preliminary court or permanent injunction, stay any governmental or other order issued regulatory authority shall have been commenced and no investigation by any Governmental Authority preventing the consummation of governmental or regulatory authority shall have been commenced seeking to restrain, prevent or challenge the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits seeking judgments against RCI or makes illegal the consummation of the transactions contemplated herebyRick's.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The FCC Consents shall have been obtained by one or more FCC Orders, free of any conditions that, individually or in the aggregate, are materially adverse to the business of Seller and its Affiliates. (b) The representations and warranties of Purchaser set forth contained in this agreement must ARTICLE 4 shall be true and correct in all material respects (provided that without giving effect to any representation qualifications or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaserlimitations therein as to materiality) as of the date of this agreement Effective Date and as of the Closing Date as though if made on such date (except that representations and warranties that are made as of the Closing Date (except for any representation or warranty that is limited a specific date need to an earlier date, in which case such representation or warranty shall have been be so true and correct in all material respects only as of such earlier date);. (bc) Purchaser must shall have performed in all material respects all obligations under its covenants and agreements required by this agreement Agreement to be performed by Purchaser on it prior to or before at the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections;Closing. (d) Seller shall have received at the Closing a certificate signed by an executive officer of Purchaser must to the effect that such executive officer has read Section 6.2(b) and Section 6.2(c) and the conditions set forth therein have delivered to Seller or other specified persons been satisfied as of the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;Closing Date. (e) There must not No Law or award, order, writ, decree, injunction or judgment by any arbitrator or Governmental Authority shall be in effect any temporary restraining order, preliminary that enjoins or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby. (f) Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated. (g) Seller shall have received at the Closing each of the deliveries set forth in Section 2.3(c) required to be delivered to Seller.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are is subject to the satisfaction of each of the following further conditions, unless waived in whole or in part in writing by Seller: (ai) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification Acquiring Companies shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all of their obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser them on or before prior to the Closing Date and (ii the representations and warranties of the Acquiring Companies contained in this Agreement and in any certificate delivered by the Acquiring Companies pursuant hereto (x) that are qualified as to materiality shall be true and correct and (y) that are not so qualified as to materiality shall be true in all material respects, in each case on and as of the Closing Date, as if made on and as of such date. (b) The Acquiring Companies shall have delivered to Seller: (i) a copy of the resolutions adopted by Buyer's Board of Directors, certified as of the Closing Date by Buyer's Secretary, approving the execution and delivery of the Acquisition Agreements and the performance of Buyer's obligations hereunder and thereunder; (cii) Purchaser must the Sales Agreement, duly executed by Buyer, and no default thereunder by Buyer shall have delivered to Seller occurred and be continuing; (iii) a certificate, dated as of the Closing Date and executed by the President and Chief Executive Officer of Buyer certifying that the conditions set forth in Section 9.03(a) hereof (with respect to Buyer) have been satisfied; (iv) a certificate, dated as of the Closing Date and executed by the President of PriCellular certifying that the conditions set forth in Section 903 hereof (with respect to PriCellular) have been satisfied; (v) an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel to the Acquiring Companies, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions effect specified in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documentsSections 4.01, instruments4.02, certificates 4.03, 4.04, and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby4.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Seller. The obligations Each and every obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are hereunder shall be subject to the satisfaction satisfaction, as of Closing, of each of the following conditions, unless each of which can be waived in whole or in part in writing by Seller, but only in writing: (a) The Purchaser shall have delivered to Seller at Closing the Purchase Price, less any funds delivered into escrow, in cash in United States dollars, by wire transfer of immediately available funds in accordance with written instructions provided to Purchaser by Seller; (b) All of the representations and warranties of Purchaser set forth in this agreement must Article IV above shall be true and correct as of the date hereof and shall be deemed to have been made again at Closing and shall then be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Daterespects; (c) Each of the covenants and other obligations of Purchaser must have delivered to Seller a certificate, dated the be performed by it on or before Closing Date and signed by an authorized representative of Purchaser, as pursuant to the satisfaction of the conditions terms hereof shall have been duly performed and complied with in the foregoing subsectionsall material respects; (d) The expiration or early termination of the applicable waiting period under the H-S-R Act; (e) 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 or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (f) Purchaser must shall have delivered to Seller or other certificates, in form reasonably satisfactory to Seller, to the effect that each of the conditions specified persons above in Section 8.2(b)-(c) has been satisfied in all material respects; (g) Purchaser shall have delivered to Seller all of the documents, instruments, certificates executed agreements and other items instruments required to be delivered by Purchaser pursuant to section 5.2;Section 2.9 hereof; and (eh) There must not All actions to be taken by Purchaser in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of effect the transactions contemplated herebyhereby are reasonably satisfactory in form and substance to Seller.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals and Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date Closing, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier certain date)) without giving effect to the words “material” or “material adverse effect;” (bc) Purchaser must Buyer shall have performed or complied in all material respects with all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cd) Purchaser must Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; Section 7.2(b) and (dc) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been fulfilled; (e) There must not No Adverse Law or Order shall have occurred and be in effect any temporary restraining ordereffect; (f) Buyer shall have delivered to Seller all of the documents, preliminary or permanent injunctioncertificates and other instruments required to be delivered under, stay or other order issued by any Governmental Authority preventing and otherwise complied with the provisions of, Section 2.3(c); (g) The waiting period applicable to the consummation of the transactions transaction contemplated hereby to occur at under the Closing must be in effectAntitrust Laws shall have expired or have been terminated; and (fi) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal The closing under the Merger Agreement shall take place concurrently with the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals shall have been duly made, given or obtained and shall be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (b) All of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date Closing, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier date)certain date without giving effect to the words “material” or “material adverse effect”, except where the failure to be so true would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Closing; (bc) Purchaser must Buyer shall have performed in or complied with all material respects all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing, except where the failure to perform or comply would not reasonably be expected to have a Material Adverse Effect; (cd) Purchaser must Buyer shall have delivered to Seller a certificatecertificate from an officer of Buyer, dated the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; (dSection 8.2(b) Purchaser must and 8.2(c) have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been fulfilled; (e) Buyer shall have delivered to Seller a certificate from the Secretary of Buyer dated as of the Closing Date attaching and certifying the Organizational Documents and authorizing resolutions of Buyer and certifying the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (f) Buyer shall have delivered to Seller a good standing certificate of recent date for Buyer from its state of organization; and (g) There must shall not be in effect force any temporary restraining Law, injunction, judgment, order, preliminary decree, ruling, or permanent injunction, stay charge restraining or other order issued by any Governmental Authority preventing prohibiting the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyby this Agreement.

Conditions to the Obligations of Seller. The obligations of the Seller to consummate the transactions contemplated hereby to occur at the Closing herein are subject to the satisfaction or waiver in writing (where permissible) as of each the Closing of the following additional conditions, unless waived in whole or in part in writing by Seller: (a) The All of the representations and warranties of Purchaser set forth the Buyers and Parent in this agreement must Article IV that are qualified as to materiality or Buyer Material Adverse Effect, shall be true and correct in all respects, and the representations and warranties that are not so qualified shall be true and correct in all material respects respects, in each case, (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaseri) as of the date of this agreement Agreement, and (ii) as of the Closing Date Date, as though made on and as of the Closing Date such date and time (except for any representation or warranty that is limited to an earlier representations and warranties expressly made as of a specified date, in the accuracy of which case such representation or warranty shall have been true and correct only be determined as of such earlier that specified date);. (b) Purchaser must The Buyers and Parent shall have performed or complied in all material respects with all obligations under its agreements and covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser them on or before prior to the Closing Date;. (c) Purchaser must The Buyers and Parent shall have delivered to Seller Buyers and Parent a certificate, dated the Closing Date and Date, signed by both an authorized representative executive officer and the Chief Financial Officer of Purchaser, Parent on behalf of the Buyers certifying as to the satisfaction of the conditions specified in the foregoing subsections;Sections 7.3(a), (b) and (d). (d) Purchaser must Since the Effective Date, there shall not have delivered to Seller occurred any Buyer Material Adverse Effect or other specified persons event, circumstance, development, change or effect (whether arising out of facts and circumstances addressed by the documentsrepresentations and warranties in Article IV) that would or would reasonably be expected to, instrumentsindividually or in the aggregate, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;have a Buyer Material Adverse Effect. (e) There must not be Buyers and Parent shall have delivered certificates, in form and substance reasonably satisfactory to the Seller, signed by the Secretary of each of the Aeroflex Subsidiaries and Parent, as appropriate, and dated as of the Closing Date, certifying that in full force and effect any temporary restraining orderas of that date and attached thereto are copies of: resolutions adopted by the respective boards of directors of each of the Aeroflex Subsidiaries and Parent, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing which (A) authorize and approve this Agreement and the consummation of Related Documents and the transactions contemplated hereby to occur at and thereby, and (B) ratify and approve all prior transactions engaged in by the Closing must be in effect; andAeroflex Subsidiaries and Parent, as the case may be, and their respective officers and directors. (f) No law must have been enactedTo the extent such concept is recognized in the pertinent jurisdiction, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation each of the Aeroflex Subsidiaries and Parent shall have delivered to the Seller certificates, dated as of a date no more than ten (10) days prior to the Closing Date and certified by an official of the appropriate Governmental Authority, as to the good standing of Parent and each of the Aeroflex Subsidiaries in the state or country where they were chartered, organized, incorporated or registered. (g) Each of the Aeroflex Subsidiaries and Parent shall have duly executed and delivered or caused or arranged for the execution and delivery to the Seller of counterparts of each of the Related Documents of which they are signatories. (h) Parent and the Aeroflex Subsidiaries shall have duly executed and/or delivered to Seller all such other certificates, instruments, assignments, consents and other documents as the Seller’s counsel shall reasonably require to effectuate the transactions as and in the manner contemplated herebyby this Agreement and the Related Documents.

Conditions to the Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated hereby to occur at the Closing are Transaction shall be subject to the satisfaction fulfillment, on or before the Closing Date, other than in respect of the conditions set forth in Section 7.2(a) and Section 7.2(b) which shall be subject to the fulfillment, on or before: (1) the Confirmation Date or (2) only in the event the notice set forth in Section 4.2 has been delivered to Seller at the Confirmation Date and without prejudice to Seller’s right set forth in Section 8.1(g), the Closing Date, of each of the following conditions, unless conditions (all or any of which may be waived in whole or in part by Seller in writing its sole discretion, to the extent permitted by Seller:Law): (a) The representations and warranties (i) Each of the Purchaser set forth in this agreement must Fundamental Representations shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the Confirmation Date (or if clause (2) of Section 7.1 applies, the Closing Date) with the same force and effect as if made as of such date (other than such representations and warranties as are made as of another date, which shall be so true and correct as of such other date, (ii) all of the other representations and warranties of Purchaser contained in this agreement Agreement (disregarding all qualifications and exceptions contained therein relating to materiality) shall be true and correct as of the Confirmation Date (or if clause (2) of Section 7.2 applies, the Closing Date), with the same force and effect as if made as of such date (other than such representations and warranties as are made as of another date, which shall be so true and correct as of such other date; provided, however, that in the case that clause (1) of Section 7.2 applies, representations made as of the Closing Date as though shall for purposes of this Section 7.2(a) be deemed made on and as of the Closing Date (Confirmation Date), except for in either case where any representation or warranty that is limited failure of such representations and warranties to an earlier date, in which case such representation or warranty shall have been be so true and correct only as would not materially delay or prevent the consummation of such earlier date); the Transaction in accordance with the terms hereof, (bii) Purchaser must have performed in all material respects all obligations under its the covenants and agreements required by contained in this agreement Agreement to be performed complied with by Purchaser on or before the Closing shall have been complied with in all material respects as of the Confirmation Date (or if clause (2) of Section 7.2 applies, the Closing Date;), and (iii) Seller shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in the foregoing clauses (i), (ii) and (iii) have been satisfied. (i) The FTC shall have accepted for public comment an agreement containing a consent order that includes a proposed decision and order that, if issued as a final order, would require Seller or Rexam to consummate the Transaction with Purchaser (or that incorporates, directly or by reference, the terms of this Agreement) and shall have approved the terms of this Agreement, the Ancillary Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities, (ii) the EC shall have issued its decision pursuant to paragraph 19 of the EC Commitments approving the terms of this Agreement and the Ancillary Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities and shall have approved the Transaction in accordance with Council Regulation (EC) 139/2004 and (iii) XXXX shall have approved the terms of this Agreement and the Ancillary Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities in Brazil, and shall have determined that the conditions set forth in the Merger Control Agreement (Acordos em Controle de Concentrações) are satisfied. (c) Purchaser must No Governmental Authority shall have delivered to Seller a certificateenacted, dated issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that remains in effect that has the Closing Date and signed by an authorized representative effect of Purchaser, as to making the satisfaction Transaction illegal or otherwise prohibiting the consummation of the conditions in the foregoing subsections;Transaction. (d) Purchaser must have delivered All conditions to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur Rexam Transaction (other than, if the Rexam Transaction is being implemented by way of a Scheme, the approval at the Closing must be in effect; and (fSanction Hearing) No law must shall have been enactedsatisfied or, issuedif applicable, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebywaived.

Conditions to the Obligations of Seller. The All obligations of the Seller to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction (or waiver by Seller) prior thereto of each of the following conditions, unless waived in whole or in part in writing but any particular condition that requires action by Seller shall not constitute a condition to the obligations of Seller: (ai) The Each of the representations and warranties of Purchaser set forth the Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of on the date of this agreement hereof, with the same force and effect as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to the extent such representations and warranties speak as of an earlier date), in which case such representation or warranty and shall have been also be true and correct only on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date); (b) Purchaser must have performed , in all material respects without taking into account any qualifiers of materiality, Material Adverse Effect or knowledge or words of similar import, (ii) all obligations under its covenants of the terms, covenants, agreements and agreements required by conditions of this agreement Agreement to be complied with, performed or satisfied by Purchaser the Buyer on or before the Closing Date; Date shall have been duly complied with, performed or satisfied in all material respects, and (ciii) Purchaser must since the date of this Agreement, there has been no Material Adverse Effect regarding the Buyer, and Seller shall have delivered to Seller received a certificate, certificate dated as of the Closing Date and signed by an authorized representative Buyer to the foregoing effects (the “Buyer Closing Certificate”). (b) The Seller shall have received from Buyer the agreements, instruments and documents to be delivered by Buyer to the Seller at or prior to the Closing as provided in Section 3.03 of Purchaserthis Agreement. (c) No claim, as Action, arbitration, investigation or other proceeding shall be pending or shall have been brought or threatened which (i) if decided adversely to Buyer, would reasonably by expected to have a Material Adverse Effect; or (ii) seeks to restrain, enjoin or otherwise prohibit or questions 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 is in effect and has the effect of making the purchase and issuance of the Buyer Stock Closing Consideration 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 not be subject to the satisfaction of the conditions in the foregoing subsections; any condition that has not been satisfied or waived, and (diii) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not shall be in effect any temporary restraining orderfull force and effect, preliminary and all terminations or permanent injunction, stay or other order issued expirations of waiting periods imposed by any Governmental Authority preventing necessary for the consummation of the transactions contemplated hereby to occur at by this Agreement shall have occurred. (e) The Buyer has received the Closing must be in effect; andOCS Approval. (f) No law must The Buyer Shareholder Approval shall (i) have been enactedobtained in accordance with applicable Law (including Swedish Law) and the Organizational Documents of Buyer, issued(ii) be in full force and effect and (iii) not have been revoked, enforced, entered, rescinded or promulgated that prohibits or makes illegal amended. (g) Buyer shall have received commitments from investors to participate in the consummation Qualified Financing. (h) The Seller shall have received a Valid Tax Certificate. (i) The Seller shall have received a Valid VAT Ruling. (j) The Board of Directors of the transactions contemplated herebyBuyer shall, on the Closing Date, resolve, conditional upon the Buyer Shareholder Approval having been approved: to increase the share capital of the Buyer by a maximum of SEK 150,000,000 by the issuance of a maximum of SEK 600,000,000 shares in the Buyer, with an exclusive right and obligation for the Seller to subscribe for such shares in accordance with the terms and conditions of this Agreement.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at sale of the Closing are Acquired Assets is subject to the satisfaction of each of the following further conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification Buyer shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on it under the Transaction Agreements at or before prior to the Closing Date, and Seller shall have received a certificate signed by an executive officer of Buyer to the foregoing effect; (b) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto qualified as to materiality shall be true and those not so qualified shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Seller shall have received a certificate signed by an executive officer of Buyer to the foregoing effect; (c) Purchaser must have delivered all consents, approvals, orders, authorizations, registrations, declarations, and filings required to Seller a certificate, dated be obtained or made prior to the Closing Date and signed by an authorized representative (other than those referred to in Section 9.01(a)) shall have been made or obtained, except where the failure to make or obtain the same would not, individually or in the aggregate, (i) have a Material Adverse Effect on the Acquired Assets, or (ii) be reasonably be expected to subject Seller or any of Purchaserits Subsidiaries, as or any of their Affiliates or any directors or officers of any of the foregoing, to the satisfaction risk of the conditions in the foregoing subsectionscriminal liability; (d) Purchaser must Buyer shall have delivered to Seller or other specified persons $75,000,000 in immediately available funds as provided in Section 2.4 of the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;IP Agreement; and (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing Seller shall have received all customary closing documents it may reasonably request relating to the consummation existence of Buyer and the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation authority of Buyer for this Agreement and the transactions contemplated hereby, all in form and substance reasonably satisfactory to Seller.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing in this Agreement are subject to the satisfaction of each (or waiver by Seller) of the following additional conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must shall be true and correct in all material respects (provided except for any such representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct in all 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 representation or warranty that is limited to an earlier other than representations and warranties made as of a specified date, in which case such representation or warranty shall have been need be true and correct only as of such earlier the specified date); (b) Purchaser must shall have performed and complied in all material respects with all obligations under of its agreement and covenants and agreements required by this agreement to be performed by Purchaser on or before complied with under this Agreement as of the Closing DateClosing; (c) Purchaser must have delivered No action suit, proceeding claim, arbitration or investigation before any Governmental Authority or before any arbitrator shall be pending that would reasonably be expected to Seller a certificateresult in an unfavorable judgment, dated the Closing Date and signed by an authorized representative of Purchaserorder, as to the satisfaction decree, stipulation or injunction that would: (i) prevent consummation of the conditions in transactions contemplated by this Agreement or (ii) cause the foregoing subsectionstransactions contemplated by this Agreement to be rescinded following consummation; (d) Purchaser must shall have delivered to Seller or other a certificate executed by an authorized officer of the Purchaser to the effect that each of the conditions specified persons in clauses (a), (b) and (c) of this Section 5.2 has been satisfied as of immediately prior to the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2Closing in all respects; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing Purchaser shall have delivered to Seller the consummation Note dated as of the transactions contemplated hereby to occur at the Closing must be in effectDate and duly executed by an authorized officer of Purchaser; and (f) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal delivered to Seller the consummation Security Agreement dated as of the transactions contemplated herebyClosing Date and duly executed by an authorized officer of Purchaser.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each fulfillment (or waiver by Seller) on or prior to the Closing Date of the following conditions, unless waived in whole or in part in writing by Seller: (a1) The all agreements and covenants required by this Agreement to be complied with or performed by Buyer at or prior to the Closing shall have been complied with and performed in all material respects; (2) all representations and warranties of Purchaser set forth Buyer in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date or other time stated as though if made on at and as of that time; (3) the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty Seller Required Regulatory Approvals and Buyer Required Regulatory Approvals shall have been true obtained and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants become Final Orders, and agreements required by this agreement to be performed by Purchaser on no terms or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must addition to such Required Regulatory Approvals shall have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be been imposed in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued connection with such Final Orders by any Governmental Authority preventing which terms or conditions, individually or in the aggregate, (a) would create a material adverse effect on the business, assets, properties, results of operations or financial condition of Seller, (b) would in any way decrease the net proceeds Seller anticipates realizing from the transactions contemplated by this Agreement, and/or (c) would subject Seller or any Affiliated Interest of Seller to any post-Closing regulation or oversight by the PSCW; (4) all consents and approvals for the consummation of the transactions contemplated hereby 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, create a material adverse effect on the business, assets, properties, results of operations or financial conditions of Seller, but satisfaction of the foregoing condition shall be determined (a) without consideration of any Seller Required Regulatory Approvals and Buyer Required Regulatory Approvals, and (b) after taking into account the reasonably expected effects of any actions taken, or to occur at be taken, by the Closing must be in effect; andParties, or which Buyer has offered to take but which Seller has declined, pursuant to Section 2.5; (f5) No law must no Order which prevents the consummation of any material aspect of the transactions contemplated by this Agreement shall have been enacted, issued, enforced, entered, or promulgated that 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 or makes illegal the consummation of the transactions contemplated herebyby this Agreement; (6) Seller shall have received those documents to be delivered to Seller in accordance with Section 7.4; and (7) the transactions contemplated by the Utility ASA shall have been consummated, “Closing” as defined in the Utility ASA shall have occurred, and Seller shall no longer be a “public utility” as defined under Wis. Stat. § 196.01(5) and shall not (nor shall any Affiliated Interest of Seller) be regulated by the PSCW for any purpose.

Conditions to the Obligations of Seller. The obligations of Seller Seller's obligation to consummate the transactions Transactions contemplated hereby to occur at the Closing 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 conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must Buyer contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification as to materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct) as of the date of this agreement and Closing (or, as of the Closing Date applicable, Supplemental Closing) as though if made on and as of the Closing Date (or, as applicable, Supplemental Closing Date) (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date);, and Seller 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 Buyer. (b) Purchaser must The covenants and agreements of Buyer to be performed under this Agreement on or prior to the Closing (or, as applicable, Supplemental Closing) shall have been duly performed in all material respects all obligations under its covenants respects, and agreements required by this agreement Seller shall have received a certificate to be performed by Purchaser on or before such effect dated the Closing Date (or, as applicable, Supplemental Closing Date;) and executed by a duly authorized officer of Buyer. (c) Purchaser must have Buyer having delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction all of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the certificates, documents, instruments, certificates instruments and other items required to be delivered by Purchaser to Seller pursuant to section 5.2; (e) There must not be in effect any temporary restraining orderSection 3.4, preliminary or permanent injunctionincluding, stay or other order issued by any Governmental Authority preventing the consummation without limitation, Buyer's delivery to Seller of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyPurchase Price.

Conditions to the Obligations of Seller. The obligations of Seller Seller's obligation to consummate the transactions contemplated hereby to occur at the Closing are Transactions is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification as to materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct) as of the date of this agreement and Closing as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date);, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser. (b) The covenants and agreements of Purchaser must and Clearwire to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects all obligations under its covenants respects, and agreements required by this agreement Seller shall have received a certificate to be performed by Purchaser on or before such effect dated the Closing Date;Date and executed by a duly authorized officer of Purchaser and Clearwire. (c) Purchaser must have and Clearwire having delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as Consideration for the Assets pursuant to the satisfaction of the conditions in the foregoing subsections;Section 2.4. (d) Purchaser must Clearwire shall have delivered to Seller or other specified persons countersigned the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;instruments described in Section 6.3(h). (e) There must If the MBDA Loan is not be prepaid in effect connection with the Closing, Xxxxxx Xxxxxxx shall have been released from any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing personal guarantees he may have given to the consummation MBDA to secure repayment of the transactions contemplated hereby to occur at MBDA Loan, and Purchaser and Clearwire shall have executed and delivered such documents and instruments as may be required by MBDA in connection with the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation assignment and assumption of the transactions contemplated herebyMBDA Loan.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each (or waiver by Seller) of the following conditions, unless waived in whole or in part in writing by Seller: (a) The the representations and warranties of Purchaser set forth in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein) would not have a Purchaser Material Adverse Effect; (b) Purchaser must shall have performed in all material respects all of the obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on Purchaser, at or before prior to the Closing Date; (c) Purchaser must Seller shall have delivered to Seller received an incumbency certificate and a certificate, dated the Closing Date and certificate signed by an authorized representative two executive officers of Purchaser, dated as of the Closing Date, to the satisfaction of effect that the conditions set forth in the foregoing subsectionsSection 6.3(a) and Section 6.3(b) have been satisfied; (d) Purchaser must shall have delivered executed copies of each of the Service Agreements; and (e) at the Closing, Purchaser shall have delivered to Seller or other specified persons a certificate (which certificate shall survive the documentsClosing) to the effect that (i) Purchaser has conducted and is satisfied with the results of its business, instruments, certificates accounting and other items required to be delivered by Purchaser pursuant to section 5.2; legal due diligence review of the Shares and the business and affairs of Seller and the Seller Subsidiaries and (eii) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of completing the transactions contemplated hereby to occur at in accordance with this Agreement, Purchaser has not and is not relying on any representation or warranty of Seller or the Closing must be Seller Subsidiaries which is not expressly stated in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebythis Agreement.

Conditions to the Obligations of Seller. The obligations of Seller Seller's obligation to consummate the transactions Transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification as to materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct) as of the date of this agreement and Closing as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date);, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser. (b) The covenants and agreements of Purchaser must to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects all obligations under its covenants respects, and agreements required by this agreement Seller shall have received a certificate to be performed by Purchaser on or before such effect dated the Closing Date;Date and executed by a duly authorized officer of Purchaser. (c) Purchaser must have having delivered to Seller a certificatethe Purchase Price for the Assets pursuant to Section 2.5; provided however, dated that if at the Closing Date and signed by an authorized representative time of PurchaserClosing, as to Seller has not provided all necessary Consents for all Leases, then the satisfaction portion of the conditions Purchase Price attributable to such Leases for which necessary Consents remain outstanding shall be paid instead into an escrow fund as set forth in Section 9.12 below, and further distributed only in accordance with the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be Escrow Agreement contemplated in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 9.12.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals set forth on Schedule 3.4 shall have been duly made, given or obtained and shall be in full force and effect; (i) The representations and warranties contained in Sections 5.1, 5.2 and 5.3 of Purchaser set forth in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date and (ii) the representations and warranties of Buyer contained in this Agreement (other than those representations and warranties set forth in Sections 5.1, 5.2 and 5.3 of this Agreement) (considered without regard to any qualification by, or reference to, materiality, material respects or Material Adverse Effect set forth therein) shall be true in all respects as though made on of the date of this Agreement and as of the Closing Date (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier certain date), except for such failures to be true as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer; (bc) Purchaser must Buyer shall have performed or complied in all material respects with all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cd) Purchaser must Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; Section 9.2(b) and (dc) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been fulfilled; (e) There must not be in effect any No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, stay judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby to occur at the Closing must shall be in effect; and, and no investigation, action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or to recover damages in connection therewith; (f) No law must Buyer shall have been enacteddelivered to Seller all of the documents, issuedcertificates and other instruments required to be delivered under, enforcedand otherwise complied with the provisions of, enteredSection 2.3(c); (g) Seller shall have received all Buyer Approvals, or promulgated that prohibits or makes illegal in form and substance satisfactory to Seller; (h) Seller and its Affiliates shall have received a full and unconditional release in form and substance reasonably satisfactory to Seller of the Company Guarantees; (i) Seller shall have received a true and complete copy, certified by the secretary of Buyer, of resolutions duly and validly adopted by the board of directors of Buyer, evidencing authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (j) The closing of the Centrahoma Purchase Agreement shall have occurred; (k) 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; and (l) Unless Seller has waived the application of this Section 9.2(l) pursuant to Section 6.15, the Centrahoma Section 382 Tax does not exceed $1,000,000; provided that, in the event the Centrahoma Section 382 Tax would exceed $1,000,000 (prior to the application of the reduction described in this Section 9.2(l)), Buyer may elect to treat the Centrahoma Section 382 Tax as equal to $1,000,000 by providing written notice to Seller of this election no later than 3 Business Days before the Closing Date, in which case the Centrahoma Section 382 Tax shall be deemed to be equal to $1,000,000 for purposes of this Section 9.2(l) and for all other purposes under this Agreement.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction fulfillment, prior to the Closing Date, of each of the following conditions, unless any one or more of which may be waived by Seller in whole or in part in writing by Sellerits sole discretion: (a) 10.2.1 No injunction or restraining order shall be in effect to forbid or enjoin, and no suit, action or proceeding shall be pending to prohibit, nullify or otherwise adversely affect, the consummation of the transactions contemplated by this Agreement. 10.2.2 The representations and warranties of Purchaser set forth contained in this agreement must Agreement or in any Exhibit hereto or certificate, document or other instrument delivered pursuant hereto or in connection with the transactions contemplated hereby shall be complete, true and correct in all material respects (provided that any representation or warranty respects, without regard to materiality limitations contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement in such representations and as of warranties, on the Closing Date Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (Date, except for to the extent any such representation or warranty that is limited to an earlier made as of a specified date, in which case such representation or warranty shall have been be complete, true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects as of the date specified. #612429 v1 10.2.3 Purchaser shall have performed all of its material covenants, obligations under its covenants and agreements required by contained in this agreement Agreement to be performed and complied with by Purchaser on or before the Closing Date;. (c) Purchaser must 10.2.4 Seller shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documentsreceived all certificates, instruments, certificates agreements and other items required documents to be delivered by Purchaser pursuant to section 5.2;Section 12.2. (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation 10.2.5 Seller shall have received that portion of the transactions contemplated hereby to occur Purchase Price payable at the Closing must Closing. 10.2.6 Purchaser shall have obtained any and all material governmental permits, licenses approvals, certifications of inspection, filings, franchise and other authorizations or shall have received such other concurrences as may be required in effect; andorder for it to conduct the Business and use and operate the Assets. (f) No law must 10.2.7 By the Inventory Transfer Date, Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal obtained any third party consents required for the consummation assignment of the transactions contemplated herebyContracts and transfer of the Assets to Purchaser.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction fulfillment by Purchaser prior to or at the Closing of each of the following conditions, unless any one or more of which may be waived by Seller in whole or in part in writing by Sellerits sole discretion: (a) The On the Closing Date, there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority existing against Purchaser, Seller, Parent or the Company or any of their respective Affiliates, or any of the principals, officers or directors of any of them, that restrains or prevents the transaction contemplated hereby. (b) Each of the representations and warranties of Purchaser set forth in this agreement must made hereunder that is qualified as to materiality 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 (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of in each case on the date of this agreement hereof and at and as of the Closing Date Date, with the same force and effect as though made on at and as of the Closing Date Date. (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty c) Purchaser shall have been true performed and correct only as of such earlier date); (b) Purchaser must have performed complied in all material respects with all obligations under its covenants covenants, undertakings and agreements required by this agreement Agreement to be performed or complied with by Purchaser on prior to or before at the Closing Date;Closing. (cd) Purchaser must Seller shall have delivered to Seller received a certificate, dated the Closing Date and signed by Date, from an authorized representative officer of Purchaser, as Purchaser to the satisfaction of effect that the conditions specified in the foregoing subsections; (dSections 7.2(b) Purchaser must and 7.2(c) have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;been fulfilled. (e) There must not All Governmental Approvals and Consents required to be in effect any temporary restraining orderobtained by Purchaser or Seller, preliminary Parent and the Company shall have been obtained or permanent injunctioneffected, stay or other order issued by any Governmental Authority preventing the consummation a list of the transactions contemplated hereby to occur at the Closing must be in effect; andwhich is attached hereto as Schedule 7.2(e). (f) No law must The closing of the purchase and sale of the stock of the Company contemplated pursuant to the Stock Purchase Agreement shall have occurred. (g) Seller shall have completed the Subdivision. (h) Seller shall have been enactedfurnished with certificates of an authorized officer of Purchaser, issueddated the Closing Date, enforcedin form reasonably satisfactory to Seller, entered, or promulgated that prohibits or makes illegal in order to establish the consummation corporate power and authority of Purchaser to consummate the transactions actions contemplated herebyby this Agreement. (i) Purchaser shall deliver to Seller and Parent the Purchase Price and the documents and other items set forth in Section 9.2 hereof.

Conditions to the Obligations of Seller. The obligations of Seller to consummate cause the transactions contemplated hereby Closing to occur at the Closing are subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties (i) Each of Purchaser set forth in this agreement must the Fundamental Buyer Representations shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) at and as of the date of this agreement Effective Date and at and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation or warranty other than such representations and warranties that is limited to an earlier expressly address matters only as of another specified date, in which case such representation or warranty shall have been need only be true and correct as of such date) and (ii) each of the other representations and warranties of Buyer contained in Article V of this Agreement, without giving effect to materiality or other similar qualifications, shall be true and correct at and as of the Effective Date and at and as of the Closing Date as if made at and as of the Closing Date (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the other Transaction Documents or consummate the transactions contemplated hereby or thereby; (b) Purchaser must Buyer shall have performed and complied in all material respects all obligations under its with the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing Date;; and (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must Buyer shall have delivered to Seller or other specified persons the documentsDeposit Escrow Agent, instrumentsas applicable, certificates the items and other items documents set forth in Section 2.6(b) which are required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur Buyer at the Closing must Closing. If Seller has actual knowledge that a condition remains unsatisfied but nonetheless proceeds with the Closing, then such unsatisfied condition shall be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebydeemed waived by Seller.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals identified on Schedule 3.3 shall have been duly made, given or obtained and shall be in full force and effect. (b) Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) Agreement shall, as of the date of this agreement Agreement and as of the Closing Date Date, (x) if not qualified by materiality or Material Adverse Effect, be true in all material respects or (y) if so qualified or if a Fundamental Representation, be true in all respects, in each case as though if made on anew at and as of the Closing Date that time (except for any representation or warranty provided that is limited to an earlier date, in which case such representation or warranty shall have been true representations and correct warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such earlier certain date); (bc) Purchaser must Buyer shall have performed in or complied with all material respects all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cd) Purchaser must Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; Section 7.2(b) and (dc) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;been fulfilled; and (e) There must shall not be in effect force any temporary Law restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing prohibiting the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; andby this Agreement. (f) No law must At the date of the Closing, (i) no Law shall have been enacted, entered, issued, enforcedpromulgated or enforced by any Governmental Authority that prohibits, entered, restricts or promulgated that prohibits or makes illegal the enjoins consummation of the transactions contemplated herebyby this Agreement and (ii) no legal proceedings shall have been commenced that seek to prohibit, restrict or enjoin the transactions contemplated by this Agreement.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at effect the Closing are is subject to the satisfaction satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must Buyer shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such date (except for any representation those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier datea specific period of time which need only be true and accurate as of such date or with respect to such period), in which case except where the failure of such representation or warranty shall have been representations and warranties to be so true and correct only (without giving effect to any exception contained therein for matters that would or would not, as the case may be, prevent or materially hinder or delay the ability of such earlier dateBuyer to perform its obligations under this Agreement and to consummate the Transactions), would not, individually or in the aggregate, prevent or materially hinder or delay the ability of Buyer to perform its obligations under this Agreement and to consummate the Transactions; (b) Purchaser must Buyer shall have performed in all material respects all its obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on it at or before prior to the Closing DateClosing; (c) Purchaser must Buyer shall have delivered to Seller and to Buyer Designator a certificate, dated the Closing Date and signed duly executed by an authorized representative of Purchaserits Chief Executive Officer or Chief Financial Officer, as to the satisfaction of the conditions effect set forth in the foregoing subsectionsSections 5.3(a) and 5.3(b); (d) Purchaser must The Stockholders Agreement and the Consulting Agreement, dated as of January 1, 1992 between the Company and an affiliate of the Seller, shall have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been terminated; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing The Company shall have entered to an indemnification agreement (the consummation "Indemnification Agreement") with the Seller pursuant to which the Company and each of the transactions contemplated hereby other Company Entities shall indemnify, defend and hold harmless the Seller with respect to occur at any claims or actions brought against the Closing must be Seller in effectany capacity related to or arising from the business or operations of any Company Entity or any of the Transactions, except for any breach by Seller of the representations and warranties contained herein or any of Seller's covenants contained herein; and (f) No law must Seller shall have been enacted, issued, enforced, entered, received written releases and waiver of claims or promulgated that prohibits causes of action which Buyer Designator or makes illegal the consummation any of the transactions contemplated herebyCompany Entities has or may have against Seller for certain actions, events or occurrences prior to the Closing, pursuant to a release instrument substantially in the form previously agreed.

Conditions to the Obligations of Seller. The obligations of Seller to consummate consummate, or cause to be consummated, the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing, any one or more of which may be waived in writing by Seller (provided, however, that if there is no Equity Consideration issued at the Closing, then the conditions in Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e) and Section 7.2(f) shall be of no force or effect): (a) Buyer and Issuer shall have performed, in all material respects, all of their obligations hereunder and complied in all material respects with all of their covenants hereunder, in each case required to be performed or complied with by them at or prior to the Closing. (b) Issuer and/or its Subsidiaries shall have received, in the aggregate, at least $200,000,000 of net proceeds pursuant to any one or more of the following conditionstransactions: (i) one or more equity offering(s) (including any Qualifying IPO) consummated by Issuer and/or the AHR Operating Partnership following the Agreement Date; and/or (ii) one or more sale(s) of its or their assets after October 20, unless waived 2023, it being understood that any assumption of debt in whole or such sale will be counted as part of the net proceeds thereof; provided, however, that for purposes of this clause (ii), only proceeds from asset sales other than those set forth on Schedule 2 shall be counted for purposes of determining whether the condition in part in writing by Seller:this Section 7.2(b) has been satisfied. (ac) The Issuer Common Stock has been listed on a National Securities Exchange. (d) No Material Adverse Effect on Issuer, excluding the Trilogy Entities, has occurred and is continuing. (e) The representations and warranties of Purchaser set forth Issuer in this agreement must be ARTICLE 5 are true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty those representations and warranties that is limited to an earlier address matters only as of a specified date, in which case such representation or warranty shall have been be true and correct only as of such earlier date);in all respects (bf) Purchaser If Buyer has exercised the Second Extension Option and there is Equity Consideration issued at the Closing, then Issuer must (i) have performed in all material respects all obligations a registration statement under its covenants and agreements required by this agreement the Securities Act effective prior to be performed by Purchaser on or before the Closing Date;that relates to, among other things, Issuer’s issuance of the Issuer Preferred Stock comprising the Equity Consideration and (ii) issue any such Issuer Preferred Stock at the Closing pursuant to such registration statement. (cg) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any No temporary restraining order, preliminary or permanent injunction, stay injunction or other judgment, order or decree issued by any Governmental Authority preventing the consummation court of the transactions contemplated hereby to occur at the Closing must competent jurisdiction or other legal prohibition shall be in effect; and (f) No law must , and no Legal Requirement shall have been enacted, issued, enforced, entered, promulgated, enforced or promulgated that deemed applicable by any Government Entity that, in any case, prohibits or makes illegal the consummation of the transactions contemplated herebyherein.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each or waiver, at or prior to the Closing, of the following further conditions, unless waived in whole or in part in writing by Seller: (a) The (i) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of Purchaser set forth in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (in each case without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” set forth therein and except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true the accuracy of representations and correct only warranties that by their terms speak as of a specified date will be determined as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.3(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together have resulted in, or would reasonably be expected to result in, a Purchaser Material Adverse Effect; and (iii) Seller shall have received a certificate signed by an officer of each of Purchaser to the foregoing effect; (b) Purchaser must Purchasers shall have performed in all material respects all obligations under its covenants and agreements required by this agreement delivered, or caused to be performed by Purchaser on or before delivered, to Seller evidence of the Closing Datewire transfers referred to in Section 3.2 hereof; (c) Purchaser must shall have delivered delivered, or caused to be delivered, to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions duly executed assumption agreement in the foregoing subsections;form attached hereto as Exhibit B hereto; and (d) Purchaser must shall have delivered delivered, or caused to be delivered, to Seller or such other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebydocuments as Seller chaser may reasonably request.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing herein are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived any of which may be waived, in whole or in part in writing writing, exclusively by SellerSeller to the extent permitted by applicable law: (a) The the representations and warranties of Purchaser set forth in this agreement must contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Date; (b) Purchaser must shall have performed or complied with in all material respects all obligations under its covenants and agreements obligations required by this agreement to be performed or complied with by Purchaser on it under this Agreement and the Transaction Documents at or before prior to the Closing Date; (c) all notices or filings with any governmental or regulatory agencies have been filed and approved, if required, and any mandatory waiting period shall have expired; (d) Seller shall have obtained the written approval of its sole shareholder, Bank of Florida Corporation (“BoFL”). In providing this written approval BoFL must first receive: (i) written approval from its shareholders; or (ii) an order from a court of competent jurisdiction that no approval is required from its shareholders, and if the latter is required and Buyer is not otherwise entitled to terminate this Agreement, then Seller may cause the Closing to be extended beyond May 1, 2011 for a period of sixty days; and (e) Purchaser must shall have delivered to Seller a certificate, dated as of the Closing Date and signed by an authorized representative executive officer of Purchaser, as to the satisfaction of certifying the conditions set forth in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must this Section 5.02 have been enacted, issued, enforced, entered, satisfied or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebywaived.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at Transfer of the Closing are Assets is subject to the satisfaction (or written waiver by Seller) of each of the following further conditions, unless waived in whole or in part in writing by Seller: (a) The Acquiror shall have performed and complied within all material respects all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Seller shall have received a certificate signed by an executive officer of Acquiror on behalf of Acquiror to the foregoing effect; (b) the representations and warranties of Purchaser set forth Acquiror contained in Section 5 of this agreement must Agreement and in any certificate or other writing delivered by Acquiror pursuant to this Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement at and as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than representations and warranties made as of a specific time or warranty that is limited to an earlier date, in date which case such representation or warranty shall have been true at and correct only as of such earlier time or date); (b) Purchaser must and Seller shall have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller received a certificate, dated the Closing Date and certificate signed by an authorized representative executive officer of Purchaser, as Acquiror on behalf of Acquiror to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (fc) No law must the Bid Procedures Order and the Sale Order shall have been enacted, issued, enforced, entered, timely entered by the Bankruptcy Court as provided in Section 7 and such orders shall contain the provisions set forth under the respective definition of each such order pursuant to this Agreement and shall otherwise be in form and substance reasonably satisfactory to Acquiror. Any motion for rehearing or promulgated that prohibits or makes illegal the consummation reconsideration of the transactions contemplated herebyBid Procedures Order or the Sale Order shall have been denied or withdrawn, and the time allowed for appeals of the Bid Procedures Order or the Sale Order shall have expired without any appeal having been taken or, if the Bid Procedures Order or the Sale Order shall have been appealed, no stay shall be in effect.

Conditions to the Obligations of Seller. The obligations of Seller to consummate and cause the consummation of the transactions contemplated hereby to occur at the Closing are subject to the satisfaction or waiver by Seller in writing, on or prior to the Closing Date, of each of the following conditions, unless waived in whole or in part in writing by Seller: (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) the Conflicts Committee and (ii) the Buyer Parent GP Board, 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. (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 (including for Buyer's failure to obtain financing) and shall be in full force and effect as of the Closing Date. (d) The representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement, disregarding all qualifications contained herein relating to materiality or Material Adverse Effect, shall be true and correct correct, in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made each case, on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except except, in either case, for any representation or warranty that is limited to such representations and warranties which by their express provisions are made as of an earlier date, in which case such representation or warranty shall have been true and correct only case, as of such earlier 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. (be) Purchaser must Buyer shall have performed and complied in all material respects with all obligations under its of the covenants and agreements hereunder required by this agreement to be performed and complied with by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as it prior to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; andClosing. (f) No law must Buyer shall have been enacted, issued, enforced, entered, delivered or promulgated that prohibits or makes illegal caused to be delivered to Seller the consummation of the transactions contemplated herebyitems set forth in Section 2.2(b).

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions transaction contemplated hereby to occur at the Closing are shall be further subject to the satisfaction fulfillment on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) Buyer shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date. (b) The representations and warranties of Purchaser Buyer set forth in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement made and as of the Closing Date as though made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required otherwise contemplated by this agreement to be performed by Purchaser on or before the Closing Date;Agreement). (c) Purchaser must Seller shall have delivered to Seller received a certificate, dated the Closing Date Date, certifying to the fulfillment of the conditions set forth in paragraphs (a) and (b) of this Section 5.2 and signed on behalf of Buyer by an authorized representative officer of Purchaser, as to the satisfaction of the conditions in the foregoing subsections;Buyer. (d) Purchaser must Seller shall have delivered been released from Leases, and shall have received evidence of same which is reasonably acceptable to Seller and its counsel, or other specified persons Buyer shall have indemnified Seller with respect thereto, in respect of matters arising after the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;Closing. (e) There must not be Seller and B&L shall have received the opinion in effect any temporary restraining orderform of Exhibit 5.2E reasonably acceptable to Seller, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at dated the Closing must be in effect; andDate, of Howaxx, Xxxxx & Xevix, xxunsel to Buyer. (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the The transactions contemplated herebyhereby shall have received approval from the B&L Board of Directors. The condition set forth in this Section 5.2(f) shall expire at 5:00 p.m. E.S.T. seven (7) days after the date of this Agreement. On or prior to the expiration date, B&L may elect to terminate this Agreement in the event this condition is not satisfied. If B&L does not terminate this 33 - 33 - Agreement pursuant to this Section 5.2(f) on or prior to the expiration date, this condition shall be null and void. (g) Seller shall have received complete and correct copies of Buyer's Certificate of Incorporation and By-Laws, and all restatements or amendments thereof.

Conditions to the Obligations of Seller. The obligations of Seller to consummate sell the transactions contemplated hereby to occur at the Closing are Finance Company Stock shall be subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The Except to the extent waived hereunder, the representations and warranties of Purchaser set forth in this agreement must contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse at the Closing, in each case with the same effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement though made at and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty time; Purchaser shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its and complied in all material respects with all covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser on it at or before prior to the Closing Date; (c) except to the extent waived hereunder); and Purchaser must shall have delivered to Seller a certificatecertificate of Purchaser in form and substance reasonably satisfactory to Seller, dated the Closing Date Date, and signed on its behalf by an authorized its Chairman, a Vice Chairman, its President or a Vice President, in his (or her) representative of Purchasercapacity, as and not individually, to all such effects and certifying the satisfaction of the conditions set forth in the foregoing subsections;this Paragraph 8.3. (db) Purchaser must No action or proceeding shall have delivered to Seller been instituted and, at what would otherwise have been the Closing Date, remain pending before a court or other specified persons Governmental Entity (domestic or foreign) to restrain, prohibit or otherwise challenge the documentstransactions contemplated by this Agreement, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by nor shall any Governmental Authority preventing Entity have notified either party to this Agreement that the consummation of the transactions contemplated hereby would constitute a violation of the laws of the United States or the laws of any State thereof or the laws of the jurisdiction to occur at which such court or Governmental Entity is subject and that it intends to commence proceedings to restrain the consummation of such transactions, to force divestiture if the same are consummated or to materially modify the terms or results of such transactions unless such agency or body shall have withdrawn such notice, or has otherwise indicated in writing that it will not take any action prior to what would otherwise have been the Closing must be in effect; andDate. (fc) No law must All authorizations and consents referred to in subparagraph 8.4 hereof shall have been enactedobtained, issued, enforced, entered, or promulgated that prohibits or makes illegal and all Authorizations required for the valid consummation by Seller and Purchaser of the transactions contemplated herebyby this Agreement (including but not limited to the expiration of any applicable waiting period under HSR) shall have been obtained. (d) Purchaser shall have paid to Seller the Initial Amount pursuant to the provisions of subparagraph 2.3(a) hereof. (e) Seller shall have received from Xxxxx Xxxxxx, Region Counsel of Purchaser, an opinion, dated the Closing Date, in substantially the form of Exhibit B.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur be consummated at the Closing are subject to the satisfaction of each or waiver of the following conditions, unless waived in whole or in part in writing by Seller: (a) The Each of the representations and warranties of Purchaser set forth contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement when made and as of the Closing Date Date, in each case with the same effect and as though such representations and warranties had been made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty those representations and warranties that address matters only as of a particular date shall have been remain true and correct only as of such earlier date);, and Seller shall have received a certificate executed by a duly authorized senior officer of Purchaser to such effect. Annex A (b) Purchaser must shall have performed or complied in all material respects will all obligations under its agreements and covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser it on or before prior to the Closing Date;, and Seller shall have received a certificate executed by a duly authorized senior officer of Purchaser to such effect. (c) Purchaser must shall have duly executed and delivered all the documents relating to each transaction contemplated hereby, which shall each be in full force and effect as of the Closing Date. (d) Seller shall have received a certificatecertificate in the English language, dated as of the Closing Date and signed addressed to Seller, executed by an the corporate secretary or other appropriate duly authorized representative senior officer of Purchaser, Purchaser certifying as to the satisfaction authorization and incumbency of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;person signing this Agreement on behalf of Purchaser. (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any No Governmental Authority preventing the consummation Entity of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must competent jurisdiction shall have been enacted, issued, enforcedpromulgated, enteredenforced or entered any statute, rule or regulation, or promulgated that judgment, decree, injunction or other order which is in effect on the Closing Date and prohibits or makes illegal the consummation of this Agreement and the transactions contemplated hereby. (f) Purchaser shall have made or obtained all the Purchaser Approvals and Seller shall have obtained all material Seller Approvals required to be made or obtained from a Governmental Entity.

Conditions to the Obligations of Seller. The All of the obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing hereunder are subject to fulfillment, prior to or at the satisfaction of each Closing, of the following conditions, unless conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing by Seller:writing): (ai) The representations and warranties Each of Purchaser set forth in this agreement must the Fundamental Representations of Buyer to the extent not qualified as to “materiality” or “Buyer Material Adverse Effect” contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is and each of the Fundamental Representations to the extent so qualified by a materiality “materiality” or material adverse effect qualification “Buyer Material Adverse Effect” shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement true and as of the Closing Date as though made correct, in each case, on and as of the Closing Date (except for any representation or warranty that is limited to an earlier other than representations and warranties made as of a specified date, in which case such representation or warranty shall have been be true and correct only as of the date specified) and (ii) all other representations and warranties of Buyer (without giving effect to any materiality or Buyer Material Adverse Effect or similar qualifications contained in such earlier representations and warranties) contained herein shall be true and correct on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified);, except for breaches or inaccuracies that would not have a Buyer Material Adverse Effect. (b) Purchaser must Buyer and the Buyer Assignees shall have performed and complied in all material respects with all obligations under its covenants the terms, provisions and agreements required by conditions of this agreement Agreement and the Ancillary Agreements to be complied with and performed by Purchaser on Buyer at or before the Closing Date;Closing. (c) Purchaser must Buyer shall have delivered to Seller a certificate, certificate dated the Closing Date and signed executed by an authorized representative officer of Purchaser, as Buyer to the satisfaction effect that each of the conditions specified above in the foregoing subsections;Section 4.3(a) and Section 4.3(b) is satisfied in all respects. (d) Purchaser must Seller shall have delivered to Seller or other specified persons received the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be listed in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 3.2(b).

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following additional conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The All waiting periods under the HSR Act applicable to the transactions contemplated hereby and under the Subscription Agreement shall have expired or been terminated. (b) Each of the representations and warranties of Purchaser set forth contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of both on the date of this agreement hereof and as of the Closing Date Closing, as though if made on anew at and as of that time (unless to the Closing Date (except for extent that any representation or warranty that is limited such representations and warranties expressly relate to an earlier datetime, in which case they shall be true and correct at such representation earlier time), and each of the covenants and agreements of Purchaser to be performed as of or warranty prior to the Closing shall have been true and correct only as of such earlier date); (b) Purchaser must have duly performed in all material respects all obligations under its covenants and agreements required respects, except in each case for changes after the date hereof which are contemplated or expressly permitted by this agreement to be performed by Purchaser on or before the Closing Date;Agreement. (c) Purchaser must shall have delivered to Seller a certificatecertificate signed by an officer of Purchaser, dated the Closing Date Closing, certifying that, to the best of the knowledge and signed by an authorized representative belief of such officer, the conditions specified in Section 7.1(b), as they relate to Purchaser, as to the satisfaction of the conditions in the foregoing subsections;and subsection 7.3(a) have been fulfilled. (d) Purchaser must shall have duly executed and delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;Registration Rights Agreement. (e) There must not Purchaser shall have duly executed and delivered the Stockholders Agreement. (f) The Subscription Agreement shall be and, since the date hereof, shall have been, in effect any temporary restraining orderfull force and effect, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing and all conditions to the consummation of the transactions contemplated hereby to occur at by the Closing must be in effect; and Subscription Agreement (fother than the Closing) No law must shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebysatisfied.

Conditions to the Obligations of Seller. The All of the obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing hereunder are subject to fulfillment, prior to or at the satisfaction of each Closing, of the following conditions, unless conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing by Seller:writing): (ai) The representations and warranties Each of Purchaser set forth in this agreement must the Fundamental Representations of Buyer shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaserother than de minimis inaccuracies) 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 representation or warranty that is limited to an earlier other than representations and warranties made as of a specified date, in which case such representation or warranty shall have been be true and correct only in all respects as of the date specified) and (ii) all other representations and warranties of Buyer (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such earlier representations and warranties) contained herein shall be true and correct on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified);, except for breaches or inaccuracies that would not have a Buyer Material Adverse Effect. (b) Purchaser must Buyer and the Buyer Corporations shall have performed and complied in all material respects with all obligations under its covenants the terms, provisions and agreements required by conditions of this agreement Agreement and the Ancillary Agreements to be complied with and performed by Purchaser on Buyer at or before the Closing Date;Closing. (c) Purchaser must Buyer shall have delivered to Seller a certificate, certificate dated the Closing Date and signed executed by an authorized representative officer of Purchaser, as Buyer to the satisfaction effect that each of the conditions specified above in the foregoing subsections;Sections 4.3(a) and (b) is satisfied in all respects. (d) Purchaser must Seller shall have delivered to Seller or received the Purchase Price (for itself and as agent for the other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;Selling Corporations) in accordance with Section 2.2. (e) There must not be in effect any temporary restraining orderSince the date of this Agreement, preliminary there has been no event or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; andoccurrence that would have a Buyer Material Adverse Effect. (f) No law must The actions set forth in Section 3.2(b) shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebycompleted.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, unless any and all of which may be waived in writing, in whole or in part in writing part, by SellerSeller to the extent permitted by applicable Law: (a) The (i) All representations and warranties of Purchaser set forth made by Buyer contained in this agreement must ARTICLE IV (other than the Buyer Fundamental Representations), without giving effect to any materiality, Buyer Material Adverse Effect or similar qualifications, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Original Date and at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date (except for in the case of any representation or warranty that is limited to an earlier by its terms addresses matters only as of another specified date, in which case such representation or warranty shall have been be true and correct only as of such earlier specified date);, except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (ii) the Buyer Fundamental Representations shall be true and correct in all material respects as of Original Date and at and as of the Closing Date as though such Buyer Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date). (b) Purchaser must Buyer shall have performed or complied with, in all material respects respects, all obligations under its of the covenants and agreements required by this agreement to be performed or complied with by Purchaser on Buyer at or before prior to the Closing Date;under the terms of this Agreement. (c) Purchaser must Since the Original Date, no Effect shall have occurred and be continuing that has had, or would reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (d) Buyer shall have delivered to Seller a certificate, certificate dated as of the Closing Date and signed by an authorized representative officer of Purchaser, as Buyer to the satisfaction effect that each of the conditions set forth in the foregoing subsections;Section 8.03(a) through Section 8.03(d) have been satisfied. (de) Purchaser must Buyer shall have delivered to Seller or other specified persons the documents, instruments, certificates Cash Consideration and the Share Consideration and the other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be and documents set forth in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 2.10(b).

Conditions to the Obligations of Seller. The obligations of Seller under this Agreement shall be subject to consummate the transactions contemplated hereby satisfaction, or written waiver by Seller prior to occur at the Closing are subject to the satisfaction Date, of each of the following conditions, unless waived in whole or in part in writing by Sellerconditions precedent: (a) The representations and warranties of Purchaser Buyer and WB Sub set forth in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date as though such representations and warranties were also made on and as of the Closing Date (Date, except for any representation or warranty that is limited to an earlier date, in representations and warranties which case such representation or warranty by their terms speak as of a specific date shall have been be true and correct only as of such earlier date);; and Seller shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and WB Sub by Buyer's chief executive officer and chief financial officer to such effect. (b) Purchaser must Buyer shall have performed in all material respects all obligations under of its covenants and agreements required by obligations under this agreement Agreement to be performed by Purchaser it on or before prior to the Closing Date; (c) Purchaser must , including those related to the Closing, and Seller shall have delivered to Seller received a certificate, dated the Closing Date Date, signed on behalf of Buyer and signed WB Sub by an authorized representative Buyer's chief executive officer and chief financial officer to such effect. (c) Seller shall have received the written opinion of PurchaserVSSP to Seller, as dated the Closing Date, to the satisfaction effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the conditions Code. In rendering its opinion, VSSP will require and rely upon customary representations contained in the foregoing subsections;letters from Buyer and Seller that counsel to Buyer reasonably deems relevant. (d) Purchaser must Seller shall have delivered received the written opinion of Phillips, Gardill, Xxxxxx & Xxxxxxxx, PLLC, transaction counsel to Seller or other specified persons Buyer and WB Sub, dated the documentsClosing Date, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;in substantially the form of Exhibit C hereto. (e) There must not Buyer shall have obtained the consent or approval of each person (other than Governmental and Regulatory Authorities) whose consent or approval shall be required in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to occur at obtain such consents and approvals would not, individually or in the Closing must be in aggregate, have a material adverse effect; and, after the Effective Time, on the Surviving Corporation. (f) No law must Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation received from Seller's Financial Advisor an opinion reasonably acceptable to Seller dated as of the transactions contemplated herebydate of the Proxy Statement/Prospectus, to the effect that the Merger Consideration is fair to the holders of the Seller Shares, from a financial point of view.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each the following conditions as of the following conditions, unless waived in whole or in part in writing by SellerClosing Date: (a) The transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Seller. (b) The representations and warranties of Purchaser set forth contained in this agreement must Agreement (i) that are qualified by the phrase "Material Adverse Effect" shall each be true and correct in all material respects and (provided ii) that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall are not be so qualified for purposes shall be true and correct in all respects, in the case of determining the existence of any breach thereof by Purchaserclauses (i) and (ii) as of the date of this agreement Agreement and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier such date, except (A) with respect to clause (ii), any such representations and warranties in each case, or in the aggregate, as would not reasonably be expected to constitute a Material Adverse Effect on Purchaser or the transactions contemplated by this Agreement; and (B) for those representations and warranties which case such representation or warranty address matters only as of a particular date (which representations shall have been true and correct only (subject, if applicable, to the Material Adverse Effect limitations set forth in the preceding clause (B)) as of such earlier particular date) (it being understood that, for purposes of determining the accuracy of the representations and warranties described in clause (ii);, all materiality qualifications and other qualifications based on the word "material" contained in such representations and warranties shall be disregarded). Seller shall have received, at the Closing, a certificate to such effect signed on behalf of Purchaser by an authorized senior executive officer of Purchaser. (bc) Purchaser must have performed in all material respects all obligations under its Each of the covenants and agreements required by this agreement obligations of Purchaser to be performed by Purchaser on at or before the Closing Date; (c) pursuant to the terms of this Agreement shall have been duly performed at or before the Closing and, at the Closing, Purchaser must shall have delivered to Seller a certificate to that effect, executed by an executive officer of Purchaser. (d) Purchaser shall have received in writing and in form and substance reasonably acceptable to Seller all necessary consents, approvals and waivers with respect to the consummation of the transactions contemplated by this Agreement as required by any other third party or governmental agency with respect to the consummation of the transactions contemplated by this Agreement. (e) From the date of this Agreement through the Closing Date, there shall not have occurred any change, circumstance or event concerning Purchaser that has had or would be reasonably likely to have a Material Adverse Effect on the Purchaser's ability to fulfill its obligations under the transactions contemplated by this Agreement, and Seller shall have received a certificate, dated the Closing Date and Date, signed on behalf of Purchaser by an authorized representative executive officer of Purchaser, as Purchaser to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered effect to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; andsuch officer's knowledge. (f) No law must Seller shall have been enactedreceived a Xxxx of Sale and Assumption Agreement in substantially the form of EXHIBIT D hereto, issuedduly executed by Purchaser. (g) Seller shall have received an Outsourcing Services Agreement in substantially the form of EXHIBIT E hereto, enforcedduly executed by Purchaser. (h) Seller shall have received a Value-Added Reseller Agreement in substantially the form of EXHIBIT F hereto, entered, or promulgated that prohibits or makes illegal the consummation duly executed by Purchaser. (i) Seller shall have received a Transition Agreement contemplated by SECTION 5.12 of the transactions contemplated herebythis Agreement duly executed by Purchaser.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Sellerconditions precedent: (a) The Purchaser shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing (other than Purchaser’s covenants with respect to deliveries of documents at the Closing which shall be performed in all respects) and the representations and warranties of Purchaser set forth contained herein that are qualified by materiality shall be true and correct in this agreement must all respects and those that are not qualified by materiality shall be true and correct in all material respects, in each case as of the Closing, as though such representations and warranties had been made on, and with reference to such time (except those representations and warranties that address matters only as of a particular date which, if qualified by materiality, shall be true and correct and, if not qualified by materiality, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date that date). Seller shall have received a certificate of this agreement and Purchaser, dated as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative officer of Purchaser, certifying as to the satisfaction fulfillment of the conditions matters set forth in the foregoing subsections;paragraphs (a) and (b) of this Section 4.3. (db) Purchaser must shall have delivered made or caused to be made delivery to Seller or other specified persons of the documents, instruments, certificates and other items required by Section 3.1(c). (c) The California Commissioner of Corporations (the “Commissioner”) shall have issued a permit to issue securities (the “Permit”) after a hearing under Section 25142 of the California Corporations Code (a “Hearing”) to be delivered conducted by Purchaser the Commissioner such that the provisions of Section 3(a)(10) of the Securities Act shall be applicable to the issuance of the Equity Consideration pursuant to section 5.2; (ethis Agreement, or if Purchaser shall have filed pursuant to Section 7.15(b) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing a registration statement on the consummation appropriate form of the transactions contemplated hereby Securities and Exchange Commission (“SEC”) covering the issuance of the Equity Consideration pursuant to occur at this Agreement (the Closing must be “Registration Statement”), the SEC shall have declared the Registration Statement effective in effectaccordance with the provisions of the Securities Act; and (f) No law must the Commissioner shall not have revoked or otherwise invalidated the Permit and no proceeding for that purpose shall have been enactedinitiated or threatened in writing by the Commissioner; and if Purchaser shall have filed the Registration Statement, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, enforced, entered, and no proceeding for that purpose shall have been initiated or promulgated that prohibits or makes illegal threatened in writing by the consummation of the transactions contemplated herebySEC.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Seller) as of each the Closing of the following further conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth made by the Purchasers in this agreement must Agreement qualified as to materiality or a material adverse effect shall be true and correct, and those not so qualified shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) respects, as of the date of this agreement hereof and as of the time of the Closing Date as though made on and as of such time, except to the Closing Date (except for any representation or warranty that is limited extent such representations and warranties expressly relate to an earlier date, date (in which case such representation representations and warranties qualified as to materiality or warranty a material adverse effect shall have been be true and correct, and those not so qualified shall be true and correct only in all material respects, on and as of such earlier date); (b) Each Purchaser must shall have performed or complied in all material respects with all obligations under its and covenants and agreements hereunder required by this agreement to be performed or complied with by such Purchaser on at or before prior to the Closing Date; (c) Purchaser must No Applicable Law or Order shall have delivered been enacted, entered, promulgated, enforced or issued by any Governmental Entity, and no litigation, proceeding or other legal restraint or prohibition shall be pending or in effect, that could reasonably be expected to Seller a certificate, dated the Closing Date and signed by an authorized representative (i) prevent consummation of Purchaser, as to the satisfaction any of the conditions in transactions contemplated by this Agreement or (ii) cause any of the foregoing subsectionstransactions contemplated by this Agreement to be rescinded following consummation; (d) Purchaser must Purchasers have delivered to Seller paid or other specified persons the documents, instruments, certificates and other items required caused to be paid the Purchase Price and delivered by Purchaser pursuant to section 5.2;each of the documents set forth in Section 3.3(b); and (e) There must not be in effect any temporary restraining order, preliminary the parties (other than Seller or permanent injunction, stay its Affiliates) to the Omnibus Termination Agreement shall have executed and delivered the Omnibus Termination Agreement; (f) the parties (other than Seller or other order issued by any Governmental Authority preventing its Affiliates) to the consummation of ESA Performance Guaranty Termination and Release Agreement shall have executed and delivered the transactions contemplated hereby to occur at the Closing must be in effectESA Performance Guaranty Termination and Release Agreement; and (fg) No law must the Purchasers shall have been enactedexecuted and delivered the Lender Pay-Off, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyTermination and Release Agreement.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Sellerconditions precedent: (a) The Purchaser shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and shall have complied in all material respects with each covenant to be performed and complied with hereunder at or before the Closing (other than Purchaser’s covenants with respect to delivery of documents at the Closing which shall be performed in all respects); provided, however, that those agreements, obligations and covenants which are qualified by materiality, absence of material adverse effect or words of similar import shall have been complied with in all respects; (b) the representations and warranties of Purchaser set forth contained herein that are qualified by materiality limitations shall be true and correct and those that are not qualified by materiality limitations shall be true and correct in this agreement must all material respects, in each case as of the time of Closing with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, except those representations and warranties that address matters only as of a particular date which, if qualified by materiality limitations, shall be true and correct and, if not qualified by materiality limitations, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date that date; (c) Seller shall have received a certificate of this agreement and Purchaser, dated as of the Closing Date and validly executed by an officer of Purchaser, certifying as though made on and as to the fulfillment of the Closing Date matters set forth in paragraphs (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true a) and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by of this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsectionsSection 4.3; (d) Purchaser must Seller shall have delivered to Seller or other specified persons received a notification from the documentsOffice of the Inspector General of the Department of Health and Human Services that confirms, instrumentsin substance, certificates and other items required to be delivered that the transactions contemplated by Purchaser pursuant to section 5.2;this Agreement are in compliance with the Corporate Integrity Agreement; and (e) There must not Purchaser shall have made or caused to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation made delivery to Seller of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyitems required by Section 3.1(c).

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals shall have been duly made, given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement (other than those contained in Section 5.2, which shall be true and correct in all respects) shall be true in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date Closing, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier certain date)) without giving effect to the words “material” or “material adverse effect;” (bc) Purchaser must Buyer shall have performed or complied in all material respects with all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cd) Purchaser must Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; Section 8.2(b) and (dc) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been fulfilled; (e) There must not be in effect any No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, stay judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby to occur at the Closing must shall be in effect; and, and no investigation, action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated hereby or to recover damages in connection therewith; (f) No law must Buyer shall have been enacteddelivered to Seller all of the documents, issuedcertificates and other instruments required to be delivered under, enforcedand otherwise complied with the provisions of, enteredSection 2.3(c); (g) Seller shall have received a true and complete copy, or promulgated that prohibits or makes illegal certified by the secretary of its general partner, of resolutions duly and validly adopted by the board of directors of its general partner, evidencing authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (h) The waiting period applicable to the consummation of the transaction contemplated hereby under the HSR Act shall have expired or have been terminated. (i) There shall not have been any circumstances, events or occurrences between the date hereof and the Effective Time which have caused the Effective Time Working Capital to be not sufficient as contemplated in Section 2.4 hereof by an amount in excess of $5,000,000.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each (or waiver by Seller) of the following conditions, unless waived in whole or in part in writing by Seller: (a) The the representations and warranties of Purchaser set forth in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein) would not materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement; (b) Purchaser must shall have performed in all material respects all of the obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on Purchaser, at or before prior to the Closing Date; (c) Purchaser must Seller shall have delivered to Seller received an incumbency certificate and a certificate, dated the Closing Date and certificate signed by an authorized representative two executive officers of Purchaser, dated as of the Closing Date, to the satisfaction of effect that the conditions set forth in the foregoing subsectionsSection 6.3(a) and Section 6.3(b) have been satisfied; (d) The transactions contemplated by the Acquisition Agreement shall have been consummated; (e) Seller shall have received a duly executed copy of the Underwriting Management Agreement; (f) Seller shall have received a duly executed copy of the Quota Share Reinsurance Agreement; and (g) Seller shall have received certified copies of resolutions duly adopted by the Board of Directors of Purchaser must have delivered to Seller or authorizing and approving the execution, delivery and performance of this Agreement and each other specified persons the documents, instruments, certificates and other items agreement required to be executed and delivered by Purchaser pursuant to section 5.2this Agreement; (eh) There must not be Seller shall have received such other documents and instruments in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at connection with the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyas are reasonably requested by it.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby Acquisition is subject to occur fulfillment, prior to or at the Closing are subject to the satisfaction of each Closing, of the following conditions, unless conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing by Seller:writing): (a) The representations (i) each of the Fundamental Representations of Buyer, other than the Excepted Fundamental Representations of Buyer, shall be true and warranties correct in all respects, other than with respect to de minimis inaccuracies, on and as of Purchaser set forth in this agreement must the date hereof and the Closing Date, (ii) each of the Excepted Fundamental Representations of Buyer, to the extent not qualified as to “materiality” or “Material Adverse Effect” contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is and each of the Excepted Fundamental Representations to the extent so qualified by a materiality “materiality” or material adverse effect qualification “Material Adverse Effect” shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement true and as of the Closing Date as though made correct, in each case, on and as of the Closing Date (except for any representation or warranty that is limited to an earlier other than representations and warranties made as of a specified date, in which case such representation or warranty shall have been be true and correct only as of the date specified) and (iii) all other representations and warranties of Buyer (without giving effect to any materiality or Material Adverse Effect or similar qualifications contained in such earlier representations and warranties) contained herein shall be true and correct on and as of the date hereof and the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified);, except for breaches or inaccuracies that would not have a Buyer Material Adverse Effect, individually or in the aggregate. (b) Purchaser must Buyer and the Buyer Corporations shall have performed and complied in all material respects with all obligations under its covenants the terms, provisions and agreements required by conditions of this agreement Agreement and the Ancillary Agreements to be complied with and performed by Purchaser on Buyer at or before the Closing Date;Closing. (c) Purchaser must Buyer shall have delivered to Seller a certificate, certificate dated the Closing Date and signed executed by an authorized representative officer of Purchaser, as Buyer to the satisfaction effect that each of the conditions specified above in the foregoing subsections;Sections 4.3(a) and (b) is satisfied in all respects. (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (eThe actions set forth in Section 3.2(b) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebycompleted.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated hereby to occur at the Closing are Transaction is subject to the satisfaction (or waiver by Purchaser), at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining no Applicable Laws make illegal the existence of any breach thereof by Purchaser) as consummation 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Transaction; (b) Purchaser must the Regulatory Approval shall have performed been obtained or shall have been waived in writing by the applicable Governmental Authority, and all material respects all obligations under its covenants and agreements conditions in respect thereof imposed by the applicable Governmental Authority that are required by this agreement to be performed by Purchaser on or before the satisfied prior to Closing Dateshall have been satisfied; (c) notwithstanding anything contained in this Agreement, the Parties acknowledge and accept that this Agreement shall terminate and be of no further force and effect and, therefore, there will be no obligation for Purchaser must have delivered to Seller a certificate, dated purchase the Closing Date and signed by an authorized representative Put-8 Assigned Interest if Amerisur and/or any of Purchaser, as to its permitted assignees under the satisfaction Put-8 JOA in respect of the conditions Put-8 ROFR exercises its rights to acquire the Put-8 Assigned Interests at any time before the expiry of the time period provided for in the foregoing subsectionsROFR Notice (or at such other later date as it may be decided by the Parties) (the “ROFR Expiry Date”); (d) Purchaser must have delivered for clarity: (i) if by the ROFR Expiry Date Amerisur and/or any of its permitted assignees under the Put-8 JOA in respect of the Put-8 ROFR either waives its rights under the PUT-8 JOA, or does not send a written communication to Seller confirming that such Put-8 ROFR is exercised or other specified persons waived, the documents, instruments, certificates Parties agree that Closing shall occur in accordance and other items required subject to be delivered by Purchaser pursuant to section 5.2this Agreement; (eii) There must not be if Amerisur and/or any of its permitted assignees under the Put-8 JOA in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation respect of the transactions contemplated hereby to occur at Put-8 ROFR objects the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, form or promulgated that prohibits or makes illegal the consummation content of the transactions contemplated herebyROFR Notice, the Parties will do all things necessary to rectify the form and contact of such ROFR Notice and the ROFR Expiry Date will be extended to the extent necessary to resolve such objection.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing in this Agreement are subject to the satisfaction of each (or waiver by Seller) of the following additional conditions, unless waived in whole or in part in writing by Seller: (ai) The representations and warranties of Purchaser set forth in this agreement must Sections 3.1, 3.2 and 3.3 shall be true and correct in all respects at and as of the Technology Closing Date as if first made on the Technology Closing Date, and (ii) the other representations and warranties of Purchaser set forth in Article III shall be true and correct in all material respects (provided except for any such representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct in all respects) as of the date of this agreement and as of the Closing Date as though made on and as of the date hereof and on and as of the Technology Closing Date, as if first made at and as of the Technology Closing Date (except for any representation or warranty that is limited to an earlier other than representations and warranties made as of a specified date, in which case such representation or warranty shall have been need be true and correct only as of such earlier the specified date); (b) Purchaser must shall have performed and complied in all material respects with all obligations under of its agreement and covenants and agreements required by this agreement to be performed by Purchaser on or before complied with under this Agreement as of the Closing DateTechnology Closing; (c) Purchaser must have delivered No action, suit, proceeding claim, arbitration or investigation before any governmental entity or before any arbitrator shall be pending that would reasonably be expected to Seller a certificateresult in an unfavorable judgment, dated the Closing Date and signed by an authorized representative of Purchaserorder, as to the satisfaction decree, stipulation or injunction that would: (i) prevent consummation of the conditions in transactions contemplated by this Agreement or (ii) cause the foregoing subsectionstransactions contemplated by this Agreement to be rescinded following consummation; (d) Purchaser must shall have delivered to Seller or other a certificate executed by an authorized officer of the Seller to the effect that each of the conditions specified persons in clauses (a), (b) and (c) of this Section 5.3 has been satisfied as of immediately prior to the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;Technology Closing in all respects; 38 (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing Purchaser shall have delivered to Seller the consummation Xxxx of Sale — Technology Assets dated as of the transactions contemplated hereby Technology Closing Date and duly executed by an authorized officer of Purchaser; (f) Purchaser shall have delivered to occur at Seller the Manufacturing Agreement dated as of the Technology Closing must be Date and duly executed by an authorized officer of Purchaser; (g) Purchaser shall have delivered to Seller the License Agreement dated as of the Technology Closing Date and duly executed by an authorized officer of Purchaser; (h) DLA Piper US LLP, counsel to Purchaser, shall have delivered to Purchaser an opinion in effectthe form attached hereto as Exhibit H, dated as of the Technology Closing Date; (i) Purchaser shall have delivered to Seller a secretary’s certificate in the form attached hereto as Exhibit I, dated as of the Technology Closing Date and duly executed by the Secretary or Assistant Secretary of Purchaser; and (fj) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal obtained from the consummation Secretary of State of the transactions contemplated herebyState of Delaware, and delivered to Seller, a certificate of good standing of Purchaser.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the purchase and sale of the Purchased Interests and the other transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction satisfaction, or waiver (to the extent permitted by applicable Law) by Seller, of each of the following conditions, unless waived in whole additional conditions at or in part in writing by Sellerprior to the Closing: (ai) The representations and warranties Buyer Fundamental Representations (each interpreted without giving effect to any limitation or qualification as to materiality or material adverse effect or other terms of Purchaser set forth in this agreement must similar import or effect) shall be true and correct in all material respects (provided that respects, except for any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and de minimis inaccuracies, as of the Closing Date as though if made on and anew as of the Closing Date such date (except for to the extent any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only expressly relates to an earlier date (in which case as of such earlier date)) and (ii) the other representations and warranties of Buyer contained in Article 5 (each interpreted without giving effect to any limitation or qualification as to materiality or material adverse effect or other terms of similar import or effect) shall be true and correct in all respects as of the Closing Date as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), except in the case of this clause (ii) for any failure of such representations or warranties to be so true and correct as had not had and would not reasonably be expected to have, individually or in the aggregate with all such other failures, a material adverse effect on Buyer’s ability to consummate the purchase and sale of the Purchased Interests or any of the other transactions contemplated by this Agreement; (b) Purchaser must have performed Buyer shall not be in all material respects all obligations under its covenants and agreements breach of any covenant or agreement contained in this Agreement that the Buyer was required by this agreement to be performed by Purchaser on or before perform prior to the Closing DateClosing; (c) Purchaser must Buyer shall have delivered to the Seller Parties each of the following (which if delivered prior to the Closing shall be in full force and effect as of the Closing): (i) a certificate, certificate in the form of Exhibit D attached hereto dated as of the Closing Date and signed by an authorized representative a senior officer of Purchaser, as to the satisfaction Buyer on behalf of the conditions in Buyer confirming the foregoing subsectionsmatters in Section 2.03(a) and Section 2.03(b); (dii) Purchaser must have delivered to Seller or other specified persons a copy of the documentsEscrow Agreement, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;duly executed on behalf of Buyer; and (eiii) There must not be in effect any temporary restraining ordercertified copies of (A) the Organizational Documents of Buyer, preliminary and (B) the resolutions or permanent injunctionconsents of the board of directors (or equivalent governing body) of Buyer authorizing and approving the execution, stay or other order issued by any Governmental Authority preventing delivery and performance of this Agreement and each of the Ancillary Agreements to which Buyer is party and the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyand thereby.

Conditions to the Obligations of Seller. The obligations obligation of Seller at the Closing to consummate the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The (i) Each of the representations and warranties of Purchaser set forth Buyer in this agreement must be Agreement that contains an express Material Adverse Change or materiality qualification, shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and shall be true and correct as of the Closing Date as though if made on at and as of the Closing Date such date (except for any representation or warranty those representations and warranties that is limited to an earlier address matters only as of a specified date, the accuracy of which shall be determined as of that specified date) in which case such representation or warranty all respects, and (ii) all other representations and warranties of Buyer 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 such earlier a specified date);, the accuracy of which shall be determined as of that specified date) in all material respects. (b) Purchaser must The covenants of Buyer to be performed on or prior to the Closing Date shall have been duly performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date;respects. (c) Purchaser must Seller shall have delivered to Seller been furnished with (i) a certificate, dated the Closing Date and signed certificate executed by an authorized representative officer of PurchaserBuyer, dated as of the Closing Date, certifying to the satisfaction of effect that the conditions contained in Sections 6.2(a) and 6.2(b) have been fulfilled and (ii) the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates documents and other items instruments required to be delivered by Purchaser Buyer pursuant to section 5.2;Section 2.7. (d) No order, decree or judgment of any court or tribunal of competent jurisdiction which makes the consummation of the purchase and sale of the Business illegal shall have been issued and be in effect, and since the date of this Agreement, there must not have been commenced or threatened against Seller or any its Affiliates, any proceeding involving any challenge to, or seeking 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 any of the transactions contemplated by this Agreement. (e) There must not be in effect The waiting period required by the HSR Act and any temporary restraining ordercomparable foreign legal requirement relating to competition laws, preliminary or permanent injunction, stay and any extensions thereof obtained by request or other order issued by any Governmental Authority preventing the consummation action of the transactions contemplated hereby to occur at FTC and/or the Closing must be in effect; andAntitrust Division or other foreign Governmental Authority, as applicable, shall have expired or been terminated by the FTC and the Antitrust Division or such foreign Governmental Authority. (f) No law must Each of the Material Consents shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyobtained and shall be in full force and effect.

Conditions to the Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to receipt by Seller of the satisfaction items set forth in §‎2.8.2 above and to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The 6.2.1 All representations and warranties of Purchaser set forth in this agreement must herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Closing Date, with the same effect as if made at and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty Seller shall have been true and correct only as received a certificate signed by the CEO of Vitec Multimedia to such earlier date)effect; (b) 6.2.2 Purchaser must shall have performed complied in all material respects all obligations under with its covenants and agreements required by set forth in this agreement Agreement, except as to those covenants and agreements to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated observed after the Closing Date and Seller shall have received a certificate signed by an authorized representative the CEO of PurchaserVitec Multimedia to such effect; 6.2.3 Any authorization, as to approval, order, license, permit or consent, or filing or registration listed on the satisfaction of the conditions Required Authorization Schedule shall have been obtained or made; except for any authorization appearing in the foregoing subsectionsRequired Authorization Schedule as optional; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining 6.2.4 No order, preliminary injunction or permanent injunctiondecree shall have been issued and be continuing before a court and no action, stay suit, or other order issued proceeding by any Governmental Authority preventing governmental authority shall have been instituted or threatened which questions or attacks the consummation validity or legality of the transactions contemplated hereby or seeks to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, restrain or promulgated that prohibits or makes illegal prevent the consummation of the acquisition of the Acquired Assets pursuant to this Agreement or the other transactions contemplated hereby. 6.2.5 The resolutions of the General Meeting of Optibase Ltd. approving the execution and consummation of this Agreement by Optibase Ltd. Seller may waive any condition specified in this §‎6.2 if it executes a writing so stating at or prior to Closing.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Selleradditional conditions precedent: (ai) Purchasers shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed by one or both of them at or before the Closing. The representations and warranties of Purchasers shall be true and correct as of the Closing, as if made as of the Closing (except for those representations and warranties that address matters as of a particular date, which shall be true in all material respects only as of such date), except for breaches of such representations and warranties (without giving effect to any limitation as to "materiality," "material adverse effect" or "Purchaser Material Adverse Effect" set forth in this agreement must therein, but giving effect to any dollar threshold specified therein) that have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect; provided, that the Fundamental Reps made by Purchasers shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date Date, as though made on and as of the Closing Date Date. (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty ii) Seller shall have been true received a certificate from each of the Inventory Purchaser and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificateProducts Purchaser, dated the Closing Date and signed by an authorized representative a senior officer of each Purchaser, certifying as to the satisfaction fulfillment of the conditions set forth in the foregoing subsections;Section 4.3(i). (diii) Purchaser must Purchasers shall have delivered made, or caused to be made, delivery to Seller or of all other specified persons instruments and documents set forth on Exhibit D (other than the documentsTransition Services Agreement, instrumentsOTC Switch Agreement and the Supply Agreement, certificates and other items required which may be executed by the Parties but shall not be deemed to be delivered by Purchaser pursuant conditions precedent to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyClosing).

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing --------------------------------------- under this Agreement are subject to the satisfaction of each at or before the Closing of the following conditions, unless waived in whole or in part in writing by Seller:conditions (any of which Seller may waive): (a) The All of the representations and warranties of Purchaser set forth Buyer contained herein or in any schedule or document delivered by Buyer to Seller pursuant to the provisions hereof shall have been true on the date hereof and shall be 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 must be 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) Buyer shall have performed and complied in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement with all covenants, agreements and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements conditions required by this agreement Agreement to be performed or complied with by Purchaser on it prior to or before at the Closing Date;Closing. (c) Purchaser must have delivered to Seller a certificate, dated On the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller no suit, action or other specified persons the documentsproceeding, instrumentsor injunction or final judgment relating thereto, certificates and other items required to shall be delivered by Purchaser pursuant to section 5.2; (e) There must not threatened or be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by pending before any Governmental Authority preventing the consummation of the transactions contemplated hereby in which it is sought to occur at the Closing must be restrain or prohibit or to obtain damages or other relief in effect; and (f) No law must have been enacted, issued, enforced, entered, connection with this Agreement or promulgated that prohibits or makes illegal 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) 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 obtained. (e) Seller shall have received the opinion of Xxxxxx, Xxxxxx & Xxxxx, LLP special counsel to Buyer, and Xxxxxx Xxxxxx, Corporate Secretary and counsel to Buyer, in the form of Exhibit D hereto.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth Buyer and Parent in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) on and as of the date of this agreement Agreement and as of the Closing Date as though made on and as of the Closing Date (with the same effect as though such representations and warranties had been made on and as of such time, except for that any representation such representations and warranties that are given as of a particular date or warranty that is limited to an earlier date, in which case such representation or warranty period shall have been be true and correct only as of such earlier date);date or period, and except where the failure to be true and correct (without regard to any materiality qualifiers therein) would not reasonably be expected to have a material adverse effect on the ability of Parent or Buyer to consummate the transactions contemplated by this Agreement and the Related Documents or on the financial condition of Parent and Buyer, taken as a whole. (b) Purchaser must Each of Buyer and Parent shall have performed or complied with in all material respects all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser on it at or before the Closing Date;Closing. (c) Purchaser must Each of Buyer and Parent (as applicable) shall have delivered to Seller a certificate, dated as of the Closing Date and signed Date, executed on behalf of each such Company by an authorized representative of Purchaserexecutive officer thereof, certifying in such detail as to the satisfaction of Seller may reasonably request that the conditions specified in the foregoing subsections;Section 8.3(a) and Section 8.3(b) hereof have been fulfilled. (d) Purchaser must The consents and approvals set forth in Schedule 8.3(d) shall have delivered to Seller been duly made, given or other specified persons the documents, instruments, certificates obtained and other items required to shall be delivered by Purchaser pursuant to section 5.2;in full force and effect. (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued Seller shall have received the deliveries contemplated by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; andSection 2.9(c) hereof. (f) No law must Parent shall have been enactedmade appropriate arrangements with the Trustee to have the Closing Payment, issuedif in the Trust Account, enforceddisbursed to Seller immediately upon the Closing, entered, or promulgated that prohibits or makes illegal the consummation of after taking into account any funds to be paid to (i) those Parent Public Stockholders who both vote against the transactions contemplated herebyby this Agreement and elect to have their shares converted into cash in accordance with Parent’s Organizational Documents and (ii) the underwriters of the securities issued by Parent in its initial public offering as a deferred underwriting discount. (g) As of the Closing, Parent Shares will be listed on the AMEX and there will be no action or proceeding pending or threatened against Parent by the AMEX with respect to any intention by such entity to delist Parent Shares from the AMEX.

Conditions to the Obligations of Seller. The obligations of Seller to consummate effect the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction of each fulfillment on or prior to the Closing Date of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must Buyers contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement hereof and at and as of the Closing Date as though such representations and warranties were made on at and as of such date, except to the extent that such representations and warranties are qualified by terms such as “material,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Purchaser must Each Buyer shall have performed in and complied with all material respects all agreements, obligations under its and covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser it on or before prior to the Closing Date;. (c) Purchaser must Seller shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction received all of the conditions agreements, documents and other items specified in the foregoing subsections;Section 3.2. (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining orderNo Law, preliminary or permanent injunction, stay injunction or other restraining order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must shall have been enacted, issued, enforced, entered, promulgated, or promulgated that enforced by any Governmental Entity which prohibits or makes illegal restricts the consummation of the transactions contemplated hereby. No action or proceeding by any Governmental Entity or other third party, including any shareholder of Seller, shall have been commenced (and be pending) against either Party, their Affiliates, or any of their officers or directors seeking to prevent or delay the transactions contemplated hereby or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith. (e) All consents and approvals of Governmental Entities necessary for consummation of the transactions contemplated hereby shall have been obtained, other than those which, if not obtained, would not have a Material Adverse Effect or a material and adverse effect on Buyers’ ability to consummate the transactions contemplated hereby.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date Closing, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier certain date)) without giving effect to the words “material” or “Material Adverse Effect”; (b) Purchaser must Buyer shall have performed or complied in all material respects with all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (c) Purchaser must Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsectionsSection 7.2(a) and 7.2(b) have been fulfilled; (d) Purchaser must have delivered to Seller or other specified persons the documentsNo statute, instrumentsrule, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, stay judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby to occur at the Closing must shall be in effect; and, and no investigation, action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or to recover damages in connection therewith; (e) Buyer shall have delivered to Seller all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 2.3(c); (f) No law must Seller shall have been enactedreceived a true and complete copy, issuedcertified by the secretary of Buyer, enforcedof resolutions duly and validly adopted by the board of directors of Buyer, entered, or promulgated that prohibits or makes illegal evidencing authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (g) Seller shall have received a true and complete copy, certified by the secretary of MLP GP, of resolutions duly and validly adopted by the board of directors of MLP GP, evidencing authorization of the execution and delivery of the Ancillary Documents to which it or MLP is a party and the consummation of the transactions contemplated thereby; (h) All Required Governmental Consents shall have been made and obtained, and all waiting periods with respect to filings made under the HSR Act with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated; (i) The consents of third parties listed in Schedule 7.2(i) shall have been made and obtained; (j) Seller and the Company shall have entered into the Terminalling and Storage Agreement; (k) Seller, K.C. Asphalt and the Company shall have entered into the Terminal Access and Use Agreement; and (l) The Amended and Restated Omnibus Agreement shall have been executed by MLP and MLP GP.

Conditions to the Obligations of Seller. The obligations of Seller to consummate effect the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction of each fulfillment on or prior to the Closing Date of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must Buyer contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though such representations and warranties were made on 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” or “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 for any representation or warranty that is limited to an earlier such other date, in which case such representation or warranty shall have been true and correct only as of such earlier dateif applicable);. (b) Purchaser must Buyer shall have performed and complied in all material respects with all agreements, obligations under its and covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser it on or before prior to the Closing Date;Closing. (c) Purchaser must Seller shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction received all of the conditions agreements, documents and other items specified in the foregoing subsections;Section 3.2. (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any No temporary restraining order, preliminary or permanent injunction, stay injunction or other order issued or decree by any Governmental Authority preventing 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 occur at the Closing must be in effect; and (fuse its commercially reasonable efforts to have any such injunction, order or decree lifted) No law must and no action shall have been taken, and no statute, rule or regulation shall have been enacted, issued, enforced, entered, or promulgated by any Governmental Authority that prohibits or makes illegal would prevent the consummation of the transactions contemplated herebyhereby or impose material conditions with respect thereto. (e) Each of the consents, waivers, approvals, authorizations and Permits set forth on Schedule 7.1(e) shall have been obtained.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct Buyer shall have performed or complied in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as with all 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cb) Purchaser must have delivered to Seller a certificateNo statute, dated the Closing Date and signed by an authorized representative of Purchaserrule, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documentsregulation, instrumentsexecutive order, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any decree, temporary restraining order, preliminary or permanent injunction, stay judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby to occur at the Closing must shall be in effect; and, and no investigation, action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or to recover damages in connection therewith; (fc) No law must Buyer shall have been enacteddelivered to Seller all of the documents, issuedcertificates and other instruments required to be delivered under, enforcedand otherwise complied with the provisions of, enteredSection 2.4(c); (d) Seller shall have received a true and complete copy, or promulgated that prohibits or makes illegal certified by the secretary of Buyer, of resolutions duly and validly adopted by the board of directors of Buyer, evidencing authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (e) Seller shall have received a true and complete copy, certified by the secretary of MLP GP, of resolutions duly and validly adopted by the board of directors of MLP GP, evidencing authorization of the execution and delivery of the Ancillary Documents to which it or MLP is a party and the consummation of the transactions contemplated thereby; (f) All Required Governmental Consents shall have been made and obtained, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated; (g) The Throughput Agreement Amendment shall have been executed by Buyer, Buyer and MLP; and (h) The Omnibus Agreement Amendment shall have been executed by MLP, MLP GP and SMEP.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction fulfillment, prior to the Closing, of each of the following conditions, unless any one or more of which may be waived by the Seller in whole or in part in writing by Sellerits sole discretion: (a) 10.2.1 No injunction or restraining order shall be in effect to forbid or enjoin, and no suit, action or proceeding shall be pending or threatened to prohibit, nullify or otherwise adversely affect, the consummation of the transactions contemplated by this Agreement. 10.2.2 The representations and warranties of Purchaser set forth contained in this agreement must Agreement or in any Exhibit hereto or certificate, document or other instrument delivered pursuant hereto or in connection with the transactions contemplated hereby shall be complete, true and correct in all material respects (provided that any representation or warranty respects, without regard to materiality limitations contained herein that is qualified by a materiality or material adverse in such representations and warranties, on the Closing, with the same force and effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date (Closing, except for to the extent any such representation or warranty that is limited to an earlier are made as of a specified date, in which case such representation or warranty shall have been be complete, true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects as of the date specified. 10.2.3 Purchaser shall have performed all of its covenants, obligations under its covenants and agreements required by contained in this agreement Agreement to be performed and complied with by Purchaser on or before the Closing Date;Closing. (c) Purchaser must 10.2.4 Seller shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documentsreceived all certificates, instruments, certificates agreements and other items required documents to be delivered by Purchaser pursuant to section 5.2;Section 12.2. (e) There must not be 10.2.5 Seller shall have obtained the Consent to Sublease, the Option to Purchase and Right of First Refusal and the Memorandum of Agreement. 10.2.6 [Intentionally left blank] 10.2.7 The Parties shall have prepared and agreed upon in effect writing any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing revisions to Schedule 1.1.1 and Schedule 1.1.2 to finalize the consummation calculation of the transactions contemplated hereby to occur at Final Inventory Value and the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyFinal Personal Property Value.

Conditions to the Obligations of Seller. The obligations of Seller Seller’s obligation to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) : The representations and warranties of Purchaser set forth in this agreement must contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification as to materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct) as of the date of this agreement and Closing as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date); (b) Purchaser must , and Seller shall have performed in all material respects all obligations under its covenants and agreements required by this agreement received a certificate to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, such effect dated the Closing Date and signed executed by an a duly authorized representative officer of Purchaser. The covenants and agreements of Purchaser to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects, as and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Purchaser. Purchaser’s obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the conditions following conditions: The representations and warranties of Seller contained herein shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Closing as if made on and as of the Closing Date (except that representations and warranties that are made as of a specific date need be so true and correct only as of such date), and Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized agent of Seller. The covenants and agreements of Seller to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects, and Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized agent of Seller. Seller shall have paid all taxes and fees imposed as a result of its ownership of the Seller License through the Closing Date. Seller shall have executed and delivered to Purchaser an “Instrument of Assignment” with respect to the Seller License in the foregoing subsections; (d) Purchaser must have delivered form of Exhibit A. TERMINATION This Agreement may be terminated, and the Transactions abandoned, without further obligation of either party except as set forth herein, at any time prior to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered Closing Date under the following conditions: by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation mutual written consent of the transactions contemplated hereby parties; by either party upon written notice to occur at the other if the Closing must be in effect; and (f) No law must shall not have been enacted, issued, enforced, entered, occurred on or promulgated that prohibits or makes illegal before the consummation first anniversary of the transactions contemplated hereby.date hereof, provided, that the terminating party is not otherwise in breach of its obligations under this Agreement; or

Conditions to the Obligations of Seller. The Notwithstanding any other provision of this Agreement, the obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing Asset Purchase are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Sellerconditions precedent: (a) The Each of the representations and warranties of made by Purchaser set forth in this agreement must Agreement shall be and have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement through and as of including on the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Purchaser must shall have performed in all material respects all of its obligations under its and shall have performed or complied in all material respects with all of the agreements and covenants and agreements required by this agreement Agreement to be performed by or complied with by Purchaser on prior to or before at the Closing Date;. (c) Purchaser must shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction tendered for delivery all of the conditions certificates, documents and other items set forth in the foregoing subsections;Section 3.8 of this Agreement. (d) Purchaser must No Litigation shall have delivered been instituted, made or threatened in writing by any Person relating to Seller the Asset Purchase or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;validity or propriety of any aspect of the Asset Purchase that would make consummation of the Asset Purchase inadvisable in the reasonable opinion of Seller. (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued Seller shall have received by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; andDate all licenses, permits, franchises and other authorizations, rights and privileges of governmental and regulatory authorities, Agencies, Investors and Insurers, including any state mortgage banking licenses, required to permit Seller to sell the Production Assets to Purchaser. (f) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated offered employment to a sufficient number of employees working within the Acquired Division so that prohibits or makes illegal Seller shall have no obligations under WARN arising from the consummation sale of the transactions contemplated herebyAcquired Division.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (ai) The representations and warranties of Purchaser Buyer set forth in this agreement must Agreement that are qualified by “materiality” or “material adverse effect” shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of another date, in which case as of such date); and (ii) the representations and warranties of Buyer set forth in this Agreement that are not qualified by “materiality” or “material adverse effect” shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) both at and as of the date of this agreement Agreement and at and as of the Closing Date Date, as though if made on at and as of the Closing Date such time (except for any representation or warranty that is limited to an earlier the extent expressly made as of another date, in which case such representation or warranty shall have been true and correct only as of such earlier date);. (b) Purchaser must Buyer shall have performed or complied with in all material respects all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser on it at or before the Closing Date;Closing. (c) Purchaser must Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed Date, executed on behalf of Seller by an authorized representative of Purchaserindividual thereof, certifying in such detail as to the satisfaction of Seller may reasonably request that the conditions specified in the foregoing subsections;Sections 8.2(a) and 8.2(b) have been fulfilled. (d) Purchaser must The Seller Approvals shall have delivered to Seller been duly made, given or other specified persons the documents, instruments, certificates obtained and other items required to shall be delivered by Purchaser pursuant to section 5.2;in full force and effect. (e) There must not be in effect any temporary restraining order, preliminary The waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired or permanent injunction, stay or other been terminated. (f) No order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby to occur at the Closing must by this Agreement shall be in effect; and (f) No law must have been , 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, issued, enforced, entered, entered or promulgated enforced that prohibits or makes illegal would prohibit the consummation of the transactions contemplated herebyhereby that has not been subsequently overturned or otherwise made inapplicable to this Agreement. (g) The Transition Services Agreement duly executed by or on behalf of Buyer.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each (or waiver by Seller) of the following further conditions, unless waived in whole or in part in writing by Seller: (a) The the representations and warranties of Purchaser set forth in this agreement must Agreement that are not qualified as to materiality shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier datea specific period of time, which need to be true in which case such representation or warranty shall have been true and correct all material respects only as of such earlier datedate or with respect to such period); (b) the representations and warranties of Purchaser must in this Agreement that are qualified as to materiality shall be true in all respects as of the Closing Date as if made at and as of such time (except for 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 in all respects only as of such date or with respect to such period); (c) Purchaser shall have performed in all material respects all of the obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on Purchaser, at or before prior to the Closing Date; (cd) Purchaser must Seller shall have delivered to Seller received a certificate, dated the Closing Date and certificate signed by an authorized representative the President or a Vice President of Purchaser, dated as of the Closing Date, to the satisfaction of effect that the conditions set forth in paragraphs (a), (b) and (c) of this Section 6.3 have been satisfied, PROVIDED THAT, the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to officer signing such certificate shall not be delivered by Purchaser pursuant to section 5.2;personally liable for its contents; and (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing If the consummation Reinsurance Transaction is necessary to complete Purchaser's financing of the transactions contemplated hereby Purchase Price or is necessary to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation permit payment of the transactions contemplated herebyPre-Closing Dividend and/or Post- Closing Dividend, (i) the structure of the Reinsurance Transaction shall be reasonably satisfactory to Seller in all respects, (ii) Purchaser shall have obtained the Kansas Insurance Department's approval of the Reinsurance Transaction, if required, and (iii) and such approval shall be reasonably satisfactory to Seller in all respects.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at effect the Closing are is subject to the satisfaction satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must Buyer shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such date (except for any representation those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier datea specific period of time which need only be true and accurate as of such date or with respect to such period), in which case except where the failure of such representation or warranty shall have been representations and warranties to be so true and correct only (without giving effect to any exception contained therein for matters that would or would not, as of such earlier datethe case may be, have a Buyer Material Adverse Effect);, would not, individually or in the aggregate, have a Buyer Material Adverse Effect. (b) Purchaser must Buyer shall have performed in all material respects all its obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on it at or before prior to the Closing Date;Closing. (c) Purchaser must Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed duly executed by an authorized representative of Purchaserits Chief Executive Officer or Chief Financial Officer, as to the satisfaction of the conditions effect set forth in the foregoing subsections;Sections 5.3(a) and 5.3(b). (d) Purchaser must The Company and Buyer shall have executed and delivered to Seller or other specified persons a Supply Agreement, substantially in the documentsform of Exhibit A, instrumentsand an Advertising Agreement, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;substantially in the form of Exhibit B. (ei) There must Seller and/or its affiliates, including FMCC, shall have received from the Company an amount in cash equal to the Purchase Price (as defined in the Budget Stock Purchase Agreement), which amount shall have been applied to repay a portion of the outstanding indebtedness of the Company to such persons as such persons shall have directed; (ii) Seller and/or its affiliates, respectively, including FMCC, shall have received an amount in cash equal to the amount of all Other Indebtedness, which amount shall have been applied to repay the Other Indebtedness, and shall have received an amount equal to all accrued but unpaid interest through the Closing Date; (iii) the obligations of Seller and/or its affiliates, respectively, including FMCC, to make further extensions of credit under each of the Facilities shall have been terminated; and (iv) each Other Arrangement shall have been terminated and replaced by a substitute arrangement. (f) Since September 30, 1996, except as may be disclosed in this Agreement or in the Schedules hereto, there shall not be have occurred any material adverse change in the business, financial condition or results of operations of the Buyer Entities taken as a whole, excluding any effect resulting from (i) general economic conditions, (ii) any temporary restraining orderoccurrence or condition affecting the vehicle rental industry generally or (iii) any occurrence or condition arising out of the execution, preliminary delivery or permanent injunction, stay or other order issued by any Governmental Authority preventing performance of this Agreement and the consummation of the transactions contemplated hereby to occur at Transactions or the Closing must be in effect; andpublic announcement of any thereof. (fg) No law must Buyer shall have been enactedexecuted and delivered to Seller a Preferred Stockholders Agreement, issued, enforced, entered, or promulgated that prohibits or makes illegal substantially in the consummation form of the transactions contemplated hereby.Exhibit C.

Conditions to the Obligations of Seller. The obligations of Seller to consummate consummate, or cause to be consummated, the transactions contemplated hereby to occur at the Closing by this Agreement are also subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The representations and warranties (i) the Fundamental Representations of Purchaser set forth in this agreement must Buyer shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement at and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation or warranty other than such representations and warranties that is limited to by their terms address matters only as of an earlier specified date, which shall be true and correct in all material respects only as of such date), and (ii) the representations and warranties of Buyer contained in Article IV of this Agreement (other than the Fundamental Representations of Buyer), without giving effect to materiality or similar qualifications, shall be true and correct at and as of the Closing as if made at and as of the Closing (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which case such representation or warranty shall have been be so true and correct only as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, adversely affect Seller, in any material respect, or otherwise materially interfere with, prevent or materially delay the ability of Buyer to enter into and perform its obligations under the Transaction Documents to which it is a party or consummate the transactions contemplated thereby; (b) Purchaser must Buyer shall have performed performed, in all material respects respects, all obligations under of its obligations, covenants and agreements hereunder required by this agreement to be performed by Purchaser on Buyer at or before prior to the Closing DateClosing; (c) Purchaser must Buyer shall have delivered to Seller a certificate, dated the Closing Date and certificate signed by an authorized representative officer of PurchaserBuyer, dated as of the Closing Date, certifying that, to the satisfaction knowledge and belief of such officer, the conditions specified in the foregoing subsectionsSection 8.03(a) and Section 8.03(b) have been fulfilled; (d) Purchaser must Buyer shall have delivered to Seller or other specified persons all of the documents, instruments, certificates agreements and other items instruments required to be delivered by Purchaser Buyer or its Affiliates pursuant to section 5.2;Section 2.03(c); and (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued Buyer shall have delivered to Seller the Buyer Guarantee duly executed by any Governmental Authority preventing the consummation of the transactions contemplated hereby Buyer Guarantor pursuant to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 5.21.

Conditions to the Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated hereby to occur at the Closing are Transaction shall be subject to the satisfaction fulfillment, on or before the Closing Date, other than in respect of the conditions set forth in Section 7.2(a) and Section 7.2(b) which shall be subject to the fulfillment, on or before: (1) the Confirmation Date or (2) only in the event the notice set forth in Section 4.2 has been delivered to Seller at the Confirmation Date and without prejudice to Seller’s right set forth in Section 8.1(g), the Closing Date, of each of the following conditions, unless conditions (all or any of which may be waived in whole or in part by Seller in writing its sole discretion, to the extent permitted by Seller:Law): (a) The representations and warranties (i) Each of the Purchaser set forth in this agreement must Fundamental Representations shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the Confirmation Date (or if clause (2) of Section 7.1 applies, the Closing Date) with the same force and effect as if made as of such date (other than such representations and warranties as are made as of another date, which shall be so true and correct as of such other date, (ii) all of the other representations and warranties of Purchaser contained in this agreement Agreement (disregarding all qualifications and exceptions contained therein relating to materiality) shall be true and correct as of the Confirmation Date (or if clause (2) of Section 7.2 applies, the Closing Date), with the same force and effect as if made as of such date (other than such representations and warranties as are made as of another date, which shall be so true and correct as of such other date; provided, however, that in the case that clause (1) of Section 7.2 applies, representations made as of the Closing Date as though shall for purposes of this Section 7.2(a) be deemed made on and as of the Closing Date (Confirmation Date), except for in either case where any representation or warranty that is limited failure of such representations and warranties to an earlier date, in which case such representation or warranty shall have been be so true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on would not materially delay or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing prevent the consummation of the transactions contemplated hereby to occur at Transaction in accordance with the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.terms hereof,

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction fulfillment or Seller's waiver, at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Seller: (ai) The Other than the representations and warranties of Purchaser set forth Buyer Parties contained in Section 5.01, Section 5.02, Section 5.03, and Section 5.05 (collectively, the “Buyer Party Fundamental Representations”), the representations and warranties of Buyer contained in this agreement must Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects (provided that in the case of any representation or warranty contained herein that is qualified by a materiality or Material Adverse Effect) or in all material adverse effect qualification shall not be so qualified for purposes of determining respects (in the existence case of any breach thereof representation or warranty not qualified by Purchasermateriality or Material Adverse Effect) on and as of the date of this agreement hereof and as of the Closing Date as though made on and as of the Closing Date with the same effect as though made at and as of such date (except for any representation or warranty those representations and warranties that is limited to an earlier address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in which case such representation or warranty all respects). The representations and warranties of Buyer Parties contained in Section 5.01, Section 5.02, Section 5.03, and Section 5.05 shall have been be true and correct only 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 earlier date);. (bii) Purchaser must Buyer shall have duly performed and complied in all material respects with all obligations under its agreements, covenants and agreements conditions required by this agreement Agreement and each of the Ancillary Documents to be performed or complied with by Purchaser it prior to or on or before the Closing Date;. (ciii) Purchaser must No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (iv) Buyer shall have delivered to Seller duly executed counterparts to the Ancillary Documents and such other documents and deliveries set forth in Section 3.02(ii). (v) Seller shall have received a certificate, dated the Closing Date and signed by an a duly authorized representative officer of PurchaserTroika, in its own capacity and as to the satisfaction sole member of Buyer, certifying that (a) each of the conditions set forth in Section 7.03(i) and Section 7.03(ii) have been satisfied, attached thereto are true and complete copies of all resolutions adopted by the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons board of directors of Troika and the documents[managing member] of Buyer authorizing the execution, instruments, certificates delivery and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby to occur at and thereby, and that all such resolutions are in full force and effect and are all the Closing must be resolutions adopted in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of connection with the transactions contemplated herebyhereby and thereby. (vi) The Buyer Parties hall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each (or waiver by Seller) of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein) would not have a Purchaser Material Adverse Effect; (b) Purchaser must shall have performed in all material respects all of the obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on Purchaser, at or before prior to the Closing Date; (c) Purchaser must Seller shall have delivered to Seller received a certificate, dated the Closing Date and certificate signed by an authorized representative two executive officers of Purchaser, dated as of the Closing Date, to the satisfaction of effect that, to their knowledge, the conditions set forth in the foregoing subsectionsSection 6.3(a) and Section 6.3(b) have been satisfied; (d) Purchaser must shall have delivered executed copies of each of the Ancillary Agreements; provided, however, that Seller may not rely on the condition set forth in this subsection (d) if Purchaser's failure to Seller or other specified persons deliver executed copies of any of the documents, instruments, certificates and other items required Ancillary Agreements is as a result of Sellers' failure to be delivered by Purchaser pursuant negotiate in good faith prior to section 5.2Closing any such Ancillary Agreement(s); (e) There must not be in effect any temporary restraining orderPurchaser shall have delivered to the Seller (i) copies of its Articles of Organization, preliminary or permanent injunctionincluding all amendments thereto, stay or other order issued certified by any Governmental Authority preventing the consummation Secretary of State of the transactions contemplated hereby State of Florida, and (ii) certificates from the Secretary of State of the State of Florida, to occur at the Closing must be effect that Purchaser is in effect; andgood standing in such State; (f) No law must From December 31, 2000 through the Closing Date there shall have been enactedno Purchaser Material Adverse Effect; (g) No action or proceedings shall have been instituted or, issuedto the knowledge of Purchaser, enforced, entered, threatened before a court or promulgated that prohibits other government body or makes illegal the consummation by any public authority to restrain or prohibit any of the transactions contemplated hereby.; and (h) The provisions of any amended Schedules that Purchaser provides to Seller shall be reasonably acceptable to Seller. ARTICLE VII

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction fulfillment, at or prior to the Closing, of each of the following conditions, unless conditions (any of which may be waived in whole or in part in writing by Seller:): (a) The all representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement at and as of the Closing Date with the same effect as though if the representations and warranties had been made on again at and as of that time (provided that representations and warranties which speak as of a specified date shall speak only as of such date), with such exceptions as do not in the Closing Date (except for aggregate have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement, determined without regard to any representation or warranty that is limited to an earlier date, qualification contained in which case any such representation or warranty shall have been true and correct only as of such earlier date)to materiality; (b) Purchaser must Buyer shall have performed and complied in all material respects with all obligations under its obligations, covenants and agreements conditions required by this agreement Agreement to be performed or complied with by Purchaser it prior to or at the Closing, with such exceptions as do not in the aggregate have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement, determined without regard to any qualification contained in any such obligation, covenant or before the Closing Datecondition as to materiality; (c) Purchaser must have delivered to Seller a certificate, dated all applicable waiting periods under the Closing Date and signed by an authorized representative of Purchaser, as HSR Act with respect to the satisfaction of the conditions in the foregoing subsectionstransactions contemplated by this Agreement shall have expired or been terminated; (d) Purchaser must 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 delivered to Seller or other specified persons the documents, instruments, certificates been obtained and other items required to be delivered by Purchaser pursuant to section 5.2shall remain in full force and effect; (e) There must there shall not be in effect any temporary an injunction or restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing a court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated hereby to occur at by this Agreement; (f) Seller shall have been furnished with a certificate of Buyer, dated the Closing must be Date, in effectform and substance reasonably satisfactory to Seller, certifying to the fulfillment of the conditions set forth in Sections 6.2(a), (b) and (e); (g) Seller shall have been furnished with an opinion of Buyer’s counsel, dated the Closing Date, in the form of Exhibit 6.2(g); and (fh) No law must All contracts and guarantees of Seller set forth in Schedule 6.2(h) shall have been enacted, issued, enforced, entered, assumed by Buyer or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyterminated.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, unless any and all of which may be waived in writing, in whole or in part in writing part, by SellerSeller to the extent permitted by applicable Law: (a) The (i) All representations and warranties of Purchaser set forth made by Buyer contained in this agreement must ARTICLE IV (other than the Buyer Fundamental Representations), without giving effect to any materiality, Buyer Material Adverse Effect or similar qualifications, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date (except for in the case of any representation or warranty that is limited to an earlier by its terms addresses matters only as of another specified date, in which case such representation or warranty shall have been be true and correct only as of such earlier specified date);, except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (ii) the Buyer Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as though such Buyer Fundamental Representations were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date). (b) Purchaser must Buyer shall have performed or complied with, in all material respects respects, all obligations under its of the covenants and agreements required by this agreement to be performed or complied with by Purchaser on Buyer at or before prior to the Closing Date;under the terms of this Agreement. (c) Purchaser must Since the date of this Agreement, no Effect shall have occurred and be continuing that has had, or would reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (d) Buyer shall have delivered to Seller a certificate, certificate dated as of the Closing Date and signed by an authorized representative officer of Purchaser, as Buyer to the satisfaction effect that each of the conditions set forth in the foregoing subsections;Section 8.03(a) through Section 8.03(d) have been satisfied. (de) Purchaser must Buyer shall have delivered to Seller or other specified persons the documents, instruments, certificates Cash Consideration and the Share Consideration and the other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be and documents set forth in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 2.10(b).

Conditions to the Obligations of Seller. The obligations of Seller to consummate proceed with the transactions Closing contemplated hereby to occur at the Closing are subject to the satisfaction on or prior to the Closing of each all of the following conditions, unless waived any one or more of which may be waived, in whole or in part part, in writing by Seller: (a) The representations and warranties of made herein by Purchaser set forth in this agreement must shall be true and correct in all material respects (provided that in the case of any representation or warranty contained herein that is qualified by a materiality materiality) or in all material adverse effect qualification shall not be so qualified for purposes of determining respects (in the existence case of any breach thereof representation or warrant not qualified by Purchasermateriality) as of the date of this agreement at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date (except for any representation or warranty other than representations and warranties that is limited refer to an earlier a specified date, in which case such representation or warranty shall have been need only be true and correct only on and as of such earlier specified date);. (b) Purchaser must shall have materially performed or complied with all obligations, agreements, and covenants contained in all material respects all obligations under its covenants and agreements required by this agreement Agreement as to be performed which performance or compliance by Purchaser on is required prior to or before at the Closing Date;Closing. (c) Purchaser must have delivered to Seller a certificateThe Closing hereunder shall not violate any Law, dated or any order or decree of any court, agency, commission, tribunal or other Governmental Authority having jurisdiction over the Closing Date and signed Transaction contemplated by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections;this Agreement. (d) Purchaser must The existence of Defective Interests and Environmental Defects for which each of the associated Remediation Amounts exceeds the Individual Environmental Defect Threshold which have delivered to Seller not been corrected or other specified persons Remediated, as appropriate, will not reduce the documents, instruments, certificates and other items required to be delivered Purchase Price by Purchaser pursuant to section 5.2;more than 15% in the aggregate. (e) There must not Purchaser or Purchaser’s designated operator shall be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing compliance with the consummation bonding requirements of the transactions contemplated hereby State of Texas and the State of Louisiana and other governmental entities, and Purchaser or Purchaser’s designated operator is immediately able to occur at assume operatorship of the Closing must be in effect; andPurchased Assets. (f) No law must If required pursuant to Section 3.4(b), the Escrow Agent shall have been enactedexecuted and delivered (or be ready, issuedwilling and able to provide at Closing), enforcedthe P&A Escrow Agreement. (g) On or prior to Closing, enteredPurchaser shall have provided (or be ready, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebywilling and able to provide at Closing) such other documents and deliverables it is required to provide pursuant to Section 11.3.

Conditions to the Obligations of Seller. The obligations of Seller to consummate effect the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each at or before the Closing Date of the following conditions, unless waived in whole or in part in writing by Seller:conditions (any of which Seller may waive): (ai) The Buyer shall have performed and complied in all material respects all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and (ii) the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement and in any certificate or other writing delivered by Buyer pursuant hereto, without regard to any qualifications therein regarding materiality, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement at and as of the Closing Date Date, as though if made at and as of such date, with only such exceptions as would not in the aggregate reasonably be expected to have a material adverse effect on and the business or operations of Buyer or Buyer’s ability to consummate the transactions contemplated hereby. Seller shall have received a certificate from Buyer, executed by Buyer’s Chief Executive Officer, President or Chief Financial Officer, to such effect dated as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required No party hereto shall be subject to any order, decree, injunction, or other legal restraint or prohibition of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of any transaction contemplated by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificateAgreement; and no statute, dated the Closing Date and signed by an authorized representative of Purchaserrule, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documentsregulation, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued decree shall have been enacted, entered, promulgated, or enforced by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enactedwhich prohibits, issuedrestricts, enforced, entered, or promulgated that prohibits or makes illegal the consummation of any transaction contemplated by this Agreement. (c) Seller shall have received one or more releases, in a form or forms reasonably acceptable to it, releasing Seller and its affiliates from (i) any obligations to sell the transactions contemplated herebyCompany’s assets to the “New Casino Entity” as set forth in Section 4.3 of the PNICTA, and (ii) all liabilities and obligations (1) under the Current Lease Agreement, or (2) otherwise related to the Current Lease Agreement (as provided for in Section 4.3 of the PNICTA), through and including the Closing Date.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals and Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date Closing, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier certain date)) without giving effect to the words "material" or "material adverse effect;" (bc) Purchaser must Buyer shall have performed or complied in all material respects with all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cd) Purchaser must Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; Section 7.2(b) and (dc) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been fulfilled; (e) There must not No Adverse Law or Order shall have occurred and be in effect any temporary restraining ordereffect; (f) Buyer shall have delivered to Seller all of the documents, preliminary or permanent injunctioncertificates and other instruments required to be delivered under, stay or other order issued by any Governmental Authority preventing and otherwise complied with the provisions of, Section 2.3(c); (g) The waiting period applicable to the consummation of the transactions transaction contemplated hereby to occur at under the Closing must be in effectAntitrust Laws shall have expired or have been terminated; and (fi) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal The closing under the Merger Agreement shall take place concurrently with the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Seller. The obligations of Seller to consummate consummate, or cause to be consummated, the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction of each of the following additional conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of both on the date of this agreement hereof and as of the Closing Date Closing, as though if made on anew at and as of that time, and each of the covenants and agreements of Buyer to be performed as of or prior to the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)duly performed in all material respects, except in each case for changes after the date hereof which are contemplated or expressly permitted by this Agreement; (b) Purchaser must Buyer shall have performed in all material respects all obligations under its covenants and agreements required delivered to Seller a certificate signed by this agreement to be performed by Purchaser on or before an officer of Buyer, dated as of the Closing Date, certifying that, to the best of the knowledge and belief of such officer, the conditions specified in Section 5.1, as they relate to Buyer, and Section 5.3(a) have been fulfilled; (c) Purchaser must Buyer shall have delivered to Seller a certificatecopy of (i) the Xxxx of Sale, dated (ii) the Closing Date IP Agreement, (iii) the Transition Services Agreement, (iv) the Supply Agreement; (v) the Non-Competition Agreement, and signed (vi) the Manufacturing Agreement, in each case duly executed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsectionsBuyer; (d) Purchaser must Buyer shall have delivered evidence reasonably satisfactory to Seller that immediately after the Closing each Transferred Employee with a Hire Date that is 12:01 a.m. Eastern Time on the Closing Date (and his or other specified persons the documentsher eligible dependents, instruments, certificates as applicable) will be eligible to participate in and other items required accrue benefits under Buyer’s employee plans that apply to be delivered by Purchaser pursuant to section 5.2;such Transferred Employee; and (e) There must not be Buyer shall have executed and delivered such affidavits and other documents reasonably required by the Title Company to issue the policy of title insurance specified in effect Section 5.2(k), together with any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebynecessary transfer declarations.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are under this Agreement shall be subject to the satisfaction of each satisfaction, or waiver by Seller at Closing, of the following conditions, unless waived in whole or in part in writing by Seller: (a) Each of the obligations of Buyer required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; (b) The representations and warranties of Purchaser set forth Buyer contained in this agreement must be Agreement are true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date Closing Date, as though made at and as of such date; and (c) Seller shall have received, in a form and substance satisfactory to its counsel, the following: (i) Payment of the Purchase Price in cash in immediately available funds; (ii) The written acknowledgement of Buyer required in Section 2.01 of this agreement Agreement; (iii) A certificate executed by the President and Chief Financial Officer of Buyer to the effect that the representations and warranties made herein by Buyer 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 Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true Buyer has performed and correct only as of such earlier date); (b) Purchaser must have performed complied in all material respects all obligations under its covenants with the agreements, conditions, terms and agreements undertakings required by this agreement to be performed and complied with by Purchaser the Buyer prior to or on or before the Closing Date; (civ) Purchaser must have delivered to Seller a certificateA certificate executed by the President and Chief Financial Officer of Buyer that there shall not, dated on the Closing Date and signed by an authorized representative of PurchaserDate, as exist any pending or threatened, or any meritorious basis for litigation pertaining to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller this Agreement or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effecthereby; and (fv) No law must have been enactedA copy of the resolution of the Board of Directors or its Executive Committee of Buyer, issuedcertified by its Secretary or an Assistant Secretary, enforced, entered, or promulgated that prohibits or makes illegal authorizing and approving the consummation purchase of the Shares and the transactions contemplated herebyin this Agreement.

Conditions to the Obligations of Seller. The obligations of Seller to sell the Member Interest to Purchaser and to consummate the other transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each fulfillment at or prior to the Closing Date (or the waiver in writing by Seller) of the following conditions, unless waived in whole or in part in writing by Seller: (a) Any waiting period (and any extension thereof) applicable to the consummation of the transaction under the HSR Act shall have expired or been terminated; (b) No United States or state governmental authority or other agency or commission or United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the acquisition of the Member Interest by Purchaser illegal or otherwise preventing or prohibiting consummation of the transactions contemplated by this Agreement; (c) Purchaser shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Purchaser on or prior to the Closing Date; (d) The representations and warranties of Purchaser set forth contained in this agreement must Agreement or in any certificate or document delivered to Seller pursuant hereto shall be true and correct on the date hereof and shall be deemed to have been made again on the Closing Date and speak as of the Closing and shall then also be true and correct in all material respects (provided that respects, subject to any representation changes and exceptions thereto which are contemplated in this Agreement or warranty contained herein that is qualified consented to in writing by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) 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 representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2Seller; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation Seller shall have received a certificate from an authorized officer of the transactions contemplated hereby General Partner with respect to occur at Purchaser, dated the Closing must be Date, to the effect that the conditions set forth in effect; andSections 5.2(c) and (d) have been satisfied by Purchaser; (f) No law must Seller shall have been enactedreceived the dividends referred to in Section 1.7(a)(vi) and (viii); (g) Seller shall have received from Xxxxxxx Companies, issuedInc. a binding agreement satisfactory to Seller to the effect that Xxxxxxx Companies, enforcedInc. will, enteredin person or by proxy, vote all Common Units beneficially owned by it, in favor of the proposals before the holders of Common Units, as described in Section 4.2(e), sufficient to assure approval of the proposals; (h) Purchaser shall have delivered, or promulgated that prohibits or makes illegal caused to be delivered, to Seller at the consummation Closing, those items described in Section 1.7(b); (i) Seller shall have received from Bank of America, N.A. a release of all obligations of Seller and its affiliates under the transactions contemplated herebysale-leaseback transaction referred to in Section 1.7(a)(vi) and the loan transaction referred to in Section 1.7(a)(viii), including any guarantees from The Xxxxxxxx Companies, Inc. (j) Since the date of this agreement, no Purchaser Material Adverse Effect shall have occurred resulting in a reduction in value of Purchaser's net assets in excess of $10,000,000.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that, if permitted by applicable Law, Seller may waive any one or more of the following conditions, unless waived in whole or in part in writing by Seller:): (a) The there shall not be in effect any Restraint that permanently enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated hereby; provided that prior to invoking this condition, Seller shall have used commercially reasonable efforts (including in accordance with Section 6.4) to remove any such Restraint and shall have complied with all other terms of this Agreement; (b) Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with by Buyer under this Agreement at or prior to the Closing; (c) the consent from the third party set forth on Schedule 7.1(c) with respect to the assignment of the Contract listed on such Schedule 7.1(c) from Seller to the Company shall have been obtained; (d) the representations and warranties of Purchaser set forth Buyer contained in this agreement must ARTICLE 5 shall be true and correct in all material respects (provided that without giving effect to any representation limitation or warranty qualification contained herein that is qualified by a materiality therein relating to “materiality” or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser“Buyer Material Adverse Effect”) as of the date of this agreement at and as of the Closing Date as though made on at and as of the Closing Date (except for any representation or warranty that is limited to the extent expressly made as of an earlier date, in which case only at and as of such representation or warranty shall have been date), except where the failure of such representations and warranties to be so true and correct only (giving effect to the applicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation or qualification as of such earlier dateto “materiality” or “Buyer Material Adverse Effect” set forth therein) has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect; (e) Buyer shall have delivered, or caused to be delivered, to Seller the deliverables set forth in Sections 2.3(b)(i) and (ii); (bf) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must Buyer shall have delivered to Seller a certificatecertificate of the Secretary of Buyer, in his or her capacity as such, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Buyer executing documents executed and delivered in connection herewith, (ii) a copy of Buyer’s Governing Documents, each as in effect from the date of this Agreement until the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction (iii) a copy of the conditions in resolutions of the foregoing subsectionsmanager of Buyer, authorizing and approving the applicable matters contemplated hereunder; (dg) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to no proceeding shall be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by pending before any Governmental Authority preventing the wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated hereby by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to occur at be rescinded following consummation; (h) the applicable waiting period under the HSR Act shall have expired or been terminated, and all other material foreign antitrust approvals, consents or authorizations under foreign Antitrust Laws required to be obtained prior to the Closing must be from any Governmental Authority in effectorder to consummate the transactions contemplated hereby shall have been obtained; and (fi) No law must Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal received from the consummation of Escrow Agent and Buyer a duly executed counterpart to the transactions contemplated herebyEscrow Agreement.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that, if permitted by applicable Law, Seller may waive any one or more of the following conditions, unless waived in whole or in part in writing by Seller:): (a) The there shall not be in effect any Restraint that permanently enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated hereby; provided, that, prior to invoking this condition, Seller shall have used commercially reasonable efforts to remove any such Restraint and shall have complied with all other terms of this Agreement; (b) Purchaser shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with by Purchaser under this Agreement at or prior to the Closing; (c) the representations and warranties of Purchaser set forth contained in this agreement must ARTICLE V shall be true and correct in all material respects (provided that without giving effect to any representation limitation or warranty qualification contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement therein relating to “materiality” at and as of the Closing Date as though made on at and as of the Closing Date (except for any representation or warranty that is limited to the extent expressly made as of an earlier date, in which case only at and as of such representation or warranty shall have been date), except where the failure of such representations and warranties to be so true and correct only as of such earlier date); (b) Purchaser must have performed giving effect to the applicable exceptions set forth in all material respects all obligations under its covenants and agreements required by this agreement the Disclosure Schedule but without giving effect to be performed by Purchaser on any limitation or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, qualification as to the satisfaction of the conditions in the foregoing subsections; (d“materiality” set forth therein) Purchaser must have delivered has not had, and would not reasonably be expected to Seller or other specified persons the documentshave, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in a material adverse effect; and (fd) No law must Seller shall have been enactedreceived consents, issuedeach substantially in the form attached as Exhibit F, enforcedfrom each landlord under the Real Property Leases (the “Landlord Consents”), enteredexcluding any Real Property Lease which a landlord has elected to terminate under any recapture or similar provision set forth in any such Real Property Lease, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyeach duly executed by each such landlord and Purchaser.

Conditions to the Obligations of Seller. The Except to the extent waived by Seller in writing, the obligations of Seller to consummate the transactions contemplated hereby herein and to occur at sell the Closing are Stock shall be subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) at and as of the date of this agreement Closing, as if and to the same effect as though made at and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty Date. Purchaser shall have been true performed all of its obligations and correct only as of such earlier date); (b) Purchaser must have performed complied in all material respects with all obligations under its covenants and agreements conditions required by this agreement Agreement to be performed or complied with by it at or prior to the Closing. Purchaser on or before the Closing Date; (c) Purchaser must shall have delivered to Seller a certificatecertificates of Purchaser, in form and substance satisfactory to Seller, dated the date of the Closing Date and signed on behalf of Purchaser by an authorized its President or a Vice President in his or her respective representative of Purchasercapacity, as and not individually, to all such effects and certifying to the satisfaction of the conditions to be performed by Purchaser set forth in the foregoing subsections;this Section 6.2. (db) Purchaser must No action or proceeding shall have delivered been instituted and remain pending before a court or other governmental body (domestic or foreign) to restrain, prohibit or otherwise challenge the transactions contemplated by this Agreement, the sale of the Stock by Seller or other specified persons the documents, instruments, certificates and other items required performance of the material obligations of the parties to be delivered by Purchaser pursuant this Agreement; nor shall any governmental agency or body have notified either party to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary this Agreement or permanent injunction, stay URG or other order issued by any Governmental Authority preventing URC that the consummation of the transactions contemplated hereby by this Agreement would constitute a violation of the laws of the United States or the laws of the jurisdiction to occur at which Seller is subject and that it intends to commence proceedings to restrain the consummation of such transactions, to force divestiture if such transactions are consummated, or to materially modify the terms or the results of such transactions, unless such agency or body shall have withdrawn such notice prior to the Closing must Date. (c) All authorizations, consents and approvals: (i) with respect to the change of control of URC, and confirmation that none of URC's net liabilities incurred prior to the closing of the transaction will be required to be included in effectthe Statutory Financial Statements of URC after closing by the insurance commissioner of the State of New Hampshire, (ii) of the proposed dividend of URC by the insurance commissioner of the State of New Hampshire, (iii) by the Secretaries of State of New Hampshire and Delaware and the insurance commissioners of the State of New Hampshire and California of the URC/URG merger, and (iv) of the insurance department of any other jurisdiction asserting regulatory authority over the transactions contemplated by this Agreement which are required by applicable law, regulation or rule to be obtained in order to permit the consummation by Purchaser of the transactions contemplated by this Agreement shall have been obtained. (d) Seller shall have received from counsel(s) to Purchaser, one or more opinions, dated the date of the Closing, in form and substance reasonably satisfactory to Seller's counsel, which opinions shall address the corporate laws of Delaware and the corporate and insurance laws of the State of New Hampshire and taken together shall be to the effect that: (i) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) this Agreement has been duly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms subject to the Bankruptcy Exception; and (fiii) No all corporate action by Purchaser required to authorize the execution, delivery and performance of this Agreement by Purchaser has been taken, and Purchaser has the corporate power to perform its obligations under this Agreement. In rendering such opinions such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate: (i) upon opinions of local counsel as to matters of law must have been enacted, issued, enforced, entered, or promulgated other than that prohibits or makes illegal the consummation of the transactions contemplated herebyfederal laws of the United States (provided such local counsel's opinions are received from counsel reasonably satisfactory to Seller and its counsel and are addressed to Seller); and (ii) as to matters of fact, upon certificates of state officials and of any officer or officers of Purchaser provided in all such cases the extent of any such reliance is specified in such opinion. (e) At the Closing, Purchaser shall elect successor directors for resigning directors of each of URG and URC, and such successor directors shall elect successor officers of each of URG and URC, respectively.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing in this Agreement are subject to the satisfaction of each (or waiver by Seller) of the following additional conditions, unless waived in whole or in part in writing by Seller: (ai) The representations and warranties of Purchaser set forth in this agreement must Sections 3.1, 3.2 and 3.3 shall be true and correct in all respects at and as of the Technology Closing Date as if first made on the Technology Closing Date, and (ii) the other representations and warranties of Purchaser set forth in Article III shall be true and correct in all material respects (provided except for any such representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification materiality, which shall not be so qualified for purposes of determining the existence of any breach thereof by Purchasertrue and correct in all respects) as of the date of this agreement and as of the Closing Date as though made on and as of the date hereof and on and as of the Technology Closing Date, as if first made at and as of the Technology Closing Date (except for any representation or warranty that is limited to an earlier other than representations and warranties made as of a specified date, in which case such representation or warranty shall have been need be true and correct only as of such earlier the specified date); (b) Purchaser must shall have performed and complied in all material respects with all obligations under of its agreement and covenants and agreements required by this agreement to be performed by Purchaser on or before complied with under this Agreement as of the Closing DateTechnology Closing; (c) Purchaser must have delivered No action, suit, proceeding claim, arbitration or investigation before any governmental entity or before any arbitrator shall be pending that would reasonably be expected to Seller a certificateresult in an unfavorable judgment, dated the Closing Date and signed by an authorized representative of Purchaserorder, as to the satisfaction decree, stipulation or injunction that would: (i) prevent consummation of the conditions in transactions contemplated by this Agreement or (ii) cause the foregoing subsectionstransactions contemplated by this Agreement to be rescinded following consummation; (d) Purchaser must shall have delivered to Seller or other a certificate executed by an authorized officer of the Seller to the effect that each of the conditions specified persons in clauses (a), (b) and (c) of this Section 5.3 has been satisfied as of immediately prior to the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2Technology Closing in all respects; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing Purchaser shall have delivered to Seller the consummation Xxxx of Sale — Technology Assets dated as of the transactions contemplated hereby Technology Closing Date and duly executed by an authorized officer of Purchaser; (f) Purchaser shall have delivered to occur at Seller the Manufacturing Agreement dated as of the Technology Closing must be Date and duly executed by an authorized officer of Purchaser; (g) Purchaser shall have delivered to Seller the License Agreement dated as of the Technology Closing Date and duly executed by an authorized officer of Purchaser; (h) DLA Piper US LLP, counsel to Purchaser, shall have delivered to Purchaser an opinion in effectthe form attached hereto as Exhibit H, dated as of the Technology Closing Date; (i) Purchaser shall have delivered to Seller a secretary’s certificate in the form attached hereto as Exhibit I, dated as of the Technology Closing Date and duly executed by the Secretary or Assistant Secretary of Purchaser; and (fj) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal obtained from the consummation Secretary of State of the transactions contemplated herebyState of Delaware, and delivered to Seller, a certificate of good standing of Purchaser.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated hereby to occur at the Closing are is subject to the satisfaction of each at or prior to the Closing Date of the following conditions, unless waived in whole or in part in writing by Seller: (a) The the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects (provided except to the extent that any representation breaches thereof, whether individually or warranty contained herein that is qualified by in the aggregate, would not have a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by PurchaserBuyer Material Adverse Effect) as of the date of this agreement at and as of the Closing Date with the same effect as though if made on at and as of the Closing Date (except for any representation or warranty that is limited to the extent such representations specifically related to an earlier date, in which case such representation or warranty representations shall have been be true and correct only as of such earlier date)) and, at the Closing, Buyer shall have delivered to Seller a certificate to that effect; (b) Purchaser must each of the covenants and obligations of Buyer to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on at or before the Closing DateDate and, at the Closing, Buyer shall have delivered to Seller a certificate to that effect; (c) Purchaser must all consents, approvals and actions of, filings with and notices to any Governmental Entity necessary to permit Buyer to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, shall have delivered been duly obtained, made or given, shall be in full force and effect and shall be in form and substance satisfactory to Seller a certificate, dated the Closing Date and signed by an authorized representative not subject to any material condition or contingency and all terminations or expirations of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued waiting periods imposed by any Governmental Authority preventing Entity necessary for the consummation of the transactions contemplated hereby by this Agreement, shall have been obtained or occurred; (d) Buyer shall have executed and delivered the Transitional Trademark License Agreement substantially in the form attached as Exhibit E. (e) Seller shall have received the opinion of Xxxxxx, Xxxxxx & Xxxxxxxxx, counsel to occur at Buyer, in the Closing must be in effect; andform and substance reasonably satisfactory to Seller; (f) No law must Buyer shall have been enactedexecuted and delivered the Transition Agreement substantially in the form attached hereto as Exhibit B; (g) Buyer shall have executed and delivered the License Agreement substantially in the form attached as Exhibit A. (h) Buyer shall have delivered such certified documents of organization, issued, enforced, entered, or promulgated that prohibits or makes illegal certified resolutions and certificates of good standing as Seller shall reasonably request. (i) Buyer shall have executed and delivered the consummation of the transactions contemplated herebyconveyance documents described in Section 2.6(c).

Conditions to the Obligations of Seller. The obligations of Seller under this Agreement shall be subject to consummate the transactions contemplated hereby satisfaction, or written waiver by Seller prior to occur at the Closing are subject to the satisfaction Date, of each of the following conditions, unless waived in whole or in part in writing by Sellerconditions precedent: (a) The representations and warranties of Purchaser Buyer and Acquisition Sub set forth in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date as though such representations and warranties were also made on and as of the Closing Date (Date, except for any representation or warranty that is limited to an earlier date, in representations and warranties which case such representation or warranty by their terms speak as of a specific date shall have been be true and correct only as of such earlier date);; and Seller shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Acquisition Sub by Buyer's chief executive officer and chief financial officer to such effect. (b) Purchaser must Buyer shall have performed in all material respects all obligations under of its covenants and agreements required by obligations under this agreement Agreement to be performed by Purchaser it on or before prior to the Closing Date; (c) Purchaser must , including those related to the Closing, and Seller shall have delivered to Seller received a certificate, dated the Closing Date Date, signed on behalf of Buyer and signed Acquisition Sub by an authorized representative Buyer's chief executive officer and chief financial officer to such effect. (c) Seller shall have received the written opinion of PurchaserKMZR to Seller, as dated the Closing Date, to the satisfaction effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the conditions Code. In rendering its opinion, KMZR will require and rely upon customary representations contained in the foregoing subsections;letters from Buyer and Seller that counsel to Buyer reasonably deems relevant. (d) Purchaser must Seller shall have delivered received the written opinion of Phillips, Gardill, Xxxxxx & Xxxxxxxx, PLLC, transaction counsel to Seller or other specified persons Buyer and acquisition Sub, dated the documentsClosing Date, instrumentsdated the Closing Date, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;in substantially the form of Exhibit C hereto. (e) There must not Buyer shall have obtained the consent or approval of each person (other than Governmental and Regulatory Authorities) whose consent or approval shall be required in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to occur at obtain such consents and approvals would not, individually or in the Closing must be in aggregate, have a material adverse effect; and, after the Effective Time, on the Surviving Corporation. (f) No law must Seller shall have been enactedreceived from Seller's Financial Advisor an opinion reasonably acceptable to Seller, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation dated as of the transactions contemplated herebydate of the first mailing of the Proxy Statement/Prospectus to Seller's shareholders, to the effect that the consideration to be received by such shareholders in the Merger is fair, from a financial point of view.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Seller: (a) The Seller Approvals shall have been duly made, given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of Purchaser set forth Buyer contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement Agreement and as of the Closing Date Closing, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty other than such representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct expressly address matters only as of a certain date, which need only be true as of such earlier certain date)) without giving effect to the words “material” or “material adverse effect;” (bc) Purchaser must Buyer shall have performed or complied in all material respects with all obligations under its of the covenants and agreements required by this agreement Agreement to be performed or complied with by Purchaser Buyer on or before the Closing DateClosing; (cd) Purchaser must Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; Section 8.2(b) and (dc) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2been fulfilled; (e) There must not be in effect any No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, stay judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby to occur at the Closing must shall be in effect; and, and no investigation, action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or to recover damages in connection therewith; (f) No law must Buyer shall have been enacteddelivered to Seller all of the documents, issuedcertificates and other instruments required to be delivered under, enforcedand otherwise complied with the provisions of, enteredSection 2.3(c); (g) Seller shall have received a true and complete copy, or promulgated that prohibits or makes illegal certified by the secretary of Buyer’s general partner, of resolutions duly and validly adopted by the board of managers of Buyer’s general partner, evidencing authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (h) Seller and Buyer shall have entered into an amendment to the Omnibus Agreement in the form of Exhibit A; and (i) The waiting period applicable to the consummation of the transaction contemplated hereby under the HSR Act shall have expired or have been terminated.

Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each (or waiver by Seller) of the following conditions, unless waived in whole or in part in writing by Seller: (a) The the representations and warranties of Purchaser set forth in this agreement must Article III that are qualified by materiality shall be true and correct and the representations and warranties of Purchaser that are not so qualified shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement on and as of the Closing Date with the same force and effect as though if made on and as of the Closing, and Purchaser shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date (except for any representation other than those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period); (b) The Purchaser must shall have performed in all material respects all of the obligations under its covenants and agreements hereunder required by this agreement to be performed by Purchaser on the Purchaser, at or before prior to the Closing Date; (c) Purchaser must Seller shall have delivered to Seller received (i) a certificate, dated the Closing Date and certificate signed by an authorized representative the chief executive officer and the chief financial officer of Purchaser, dated as of the Closing Date, to and the effect that, to the satisfaction best of his or her knowledge, the conditions set forth in Section 8.3(a) and 8.3(b) have been satisfied and (ii) a certificate of the conditions secretary or assistant secretary of the Purchaser certifying that such officer was authorized under the bylaws of Purchaser to sign the certificate in his or her capacity as stated in the foregoing subsectionsofficer’s certificate; (d) Purchaser must the requirements of Section 7.2 of the Agreement shall have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2;been fulfilled; and (e) There must not be Seller shall have obtained the releases of the Lease Guarantees, or, in effect any temporary restraining orderthe alternative, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of lenders under the Credit Agreement shall have consented to Seller closing the transactions contemplated hereby by this Agreement absent such releases on terms acceptable to occur at the Closing must be Seller in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyits sole and absolute discretion.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the purchase and sale of the Purchased Units and the other transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction satisfaction, or (to the extent permitted by applicable Law) waiver by Seller, of each of the following conditions, unless waived in whole additional conditions at or in part in writing by Selleras of immediately prior to the Closing: (ai) The representations and warranties of Purchaser set forth in this agreement must Buyer Fundamental Representations (each interpreted without giving effect to any limitation or qualification as to “material”, “materiality, “material adverse effect” or similar standard or qualification) shall be true and correct in all material respects (provided that respects, except for any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and de minimis inaccuracies, as of the Closing Date as though if made on and anew as of the Closing Date such date (except for to the extent any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only expressly relates to an earlier date (in which case as of such earlier date)), and (ii) the other representations and warranties of Buyer contained in Article 5 (each interpreted without giving effect to any limitation or qualification as to “material”, “materiality, “material adverse effect” or similar standard or qualification) shall be true and correct in all respects as of the Closing Date as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), except in the case of this clause (ii) for any failure of such representations or warranties to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate with all such other failures, a material adverse effect on Buyer’s ability to consummate the purchase and sale of the Purchased Units or any of the other transactions contemplated by this Agreement; (b) Purchaser must have performed Buyer shall not be in all material respects all obligations under its covenants and agreements breach of any covenant or agreement contained in this Agreement that Buyer was required by this agreement to be performed by Purchaser on or before perform prior to the Closing DateClosing; (c) Purchaser must Buyer shall have delivered to the Company and Seller each of the following: (i) a certificate, certificate in the form of Exhibit E attached hereto dated as of the Closing Date and signed by an authorized representative a senior officer of Purchaser, Buyer on behalf of Buyer certifying as to the satisfaction of the conditions matters set forth in the foregoing subsectionsSection 2.03(a) and Section 2.03(b); (dii) Purchaser must have delivered to Seller or other specified persons a copy of the documentsEscrow Agreement, instruments, certificates duly executed on behalf of Buyer and other items required to be delivered by Purchaser pursuant to section 5.2;the Escrow Agent; and (eiii) There must not be in effect any temporary restraining ordercertified copies of (A) the Organizational Documents of Buyer, preliminary and (B) the resolutions or permanent injunctionconsents of the board of directors (or equivalent governing body) of Buyer authorizing and approving the execution, stay or other order issued by any Governmental Authority preventing delivery and performance of this Agreement and each of the Ancillary Agreements to which Buyer is party and the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyand thereby.

Conditions to the Obligations of Seller. The obligations obligation of the Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each the following conditions as of the following conditions, unless waived in whole or in part in writing by SellerClosing: (ai) The the representations and warranties of Purchaser set forth in this agreement must Sections 8 and 9 hereof shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement at and as of the Closing Date as though then made on and as of though the Closing Date (except were substituted for any representation or warranty that is limited to an earlier date, in which case the date of this Agreement throughout such representation or warranty shall have been true representations and correct only as of such earlier date)warranties; (bii) Purchaser must the Buyer shall have performed in all material respects all obligations under its the covenants and agreements required by this agreement to be performed by Purchaser on it under this Agreement at or before prior to the Closing DateClosing; (ciii) Purchaser must Buyer shall have made the payment set forth in Section 1 of this Agreement and as provided for in Section 2 of this Agreement; (iv) The rights of the other Shareholders pursuant to the ROFR with respect to the transactions contemplated hereby shall have lapsed without an effective exercise of the ROFR; (v) no suit, action or other proceeding, or injunction or final judgment, order or decree relating thereto, shall be pending or overtly threatened before any court or any governmental or regulatory body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the transactions contemplated hereby; no investigation that would result in any such suit, action or proceeding shall be pending or overtly threatened and no such judgment, order or decree shall have been entered and not subsequently dismissed with prejudice. (vi) at the Closing, the Buyer shall have delivered to the Seller all of the following: (A) a certificatecertificate signed by the Buyer in form reasonably satisfactory to the Seller, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction date of the Closing, stating that the conditions specified in subsections (i) (in relation to Section 8 of this Agreement), (ii), and (iii) have been fully satisfied as of the foregoing subsections;Closing; and (dB) Purchaser must have delivered to Seller such other documents or other specified persons the documents, instruments, certificates and other items instruments as are required to be delivered by Purchaser at the Closing pursuant to section 5.2;the terms hereof or that the Seller reasonably requests prior to or on the Closing Date to effect the transactions contemplated hereby. (evii) There must not at the Closing, the Company shall have delivered to the Seller a certificate signed by the Company in form reasonably satisfactory to the Seller, dated the date of the Closing, stating that the condition specified in subsection (i) above (in relation to Section 9 of this Agreement) has been fully satisfied as of the Closing All proceedings to be taken by the Buyer in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing connection with the consummation of the transactions contemplated hereby and all documents required to occur at be delivered by the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of Buyer to effect the transactions contemplated herebyhereby reasonably requested by the Seller shall be reasonably satisfactory in form and substance to the Seller, and any condition specified in this Section 4(a) may be waived only in writing by the Seller.

Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of the following additional conditions, unless any one or more of which may be waived in whole or in part (where permissible under applicable Law) in writing by Seller: (ai) The representations and warranties of Purchaser Buyer set forth in this agreement must Section 5.1 (Corporate Organization), Section 5.2 (Due Authorization) and Section 5.7 (Brokers’ Fees) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date, as if made anew at and as of that time (except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date) and (ii) except as provided in (i), each of the representations and warranties of Buyer contained in Article V shall be true and correct (without giving effect to any limitation indicated by the words “Material Adverse Effect”, “in all material respects (provided that any representation respects”, “material”, “materially” or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaserother similar qualifiers) as of the date of this agreement Agreement and as of the Closing Date Date, as though if made on anew at and as of the Closing Date that time (except for any representation or warranty that is limited with respect to representations and warranties which speak as to an earlier date, in which case such representation or warranty representations and warranties shall have been be true and correct only at and as of such earlier date);, except for any inaccuracy or omission that does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer. (b) Purchaser must The covenants of Buyer to be performed at or prior to the Closing shall have been performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date;respects. (c) Purchaser must Buyer shall have delivered to Seller a certificatecertificate signed by an officer of Buyer, dated the Closing Date and signed by an authorized representative of PurchaserDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections;Sections 9.3(a) and 9.3(b) have been fulfilled. (d) Purchaser must Buyer shall have delivered to Seller made (or other specified persons the documents, instruments, certificates and other items required caused to be delivered by Purchaser pursuant to section 5.2; (emade) There must not be the deliveries set forth in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 3.3.