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

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions are subject to the fulfillment, prior to or concurrently with the Closing, of the following conditions: (a) the representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date; (b) the Purchasers shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms of this Agreement on or prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenture.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to or concurrently with the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion: (a) the The representations and warranties of the Purchasers Buyer contained in this Agreement shall be true and correct in all material respects both when made and as of the Closing Date Date, or, in the case of representations and warranties that are made as if made on of a specified date, such representations and warranties shall be true and correct as of such specified date; (b) the Purchasers . The Buyer shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms of this Agreement on or it prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Closing. The Seller shall have received a certificate from each of a duly authorized officer of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller Buyer to the effect set forth in Exhibit K hereto; andthe preceding sentences. (fb) Andrxxx & XurtxNo Governmental Authority shall have enacted, X.L.P.issued, counsel promulgated, or enforced any Law that prohibits the consummation of the transactions contemplated by this Agreement. (c) No Action shall be pending or threatened (i) challenging the transactions contemplated by this Agreement or otherwise seeking damages in connection therewith or (ii) seeking to prohibit or limit the ability of the Buyer to own, operate or control the Business or the Purchased Assets. (d) The Seller and Xxxxxx Xxxxxx shall have received executed originals of all consents, waivers, approvals, and authorizations in each case as may be required by law, statute, rule, stock exchange requirements, regulation, contract, or agreement to be obtained by the Seller and Xxxxxx Xxxxxx in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (e) The Seller shall have received an opinion, dated as executed original of each of the date hereofAncillary Agreements. (f) Buyer Parent shall have successfully consummated an initial public offering of its common stock pursuant to an effective registration statement on Form S-1 of Buyer Parent filed with the SEC, resulting in gross proceeds of Bakex Xxxtx X.X.P.not less than $5,000,000.00, counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion and shall have provided evidence satisfactory to the Trustee Seller and Wesana Parent that the Buyer Parent has on a consolidated basis at the time of Closing working capital of at least $4,000,000 and that, accounting for all of its contingent and non-contingent liabilities on a consolidated basis, Buyer Parent can reasonably expect to use cash on hand of at least $3,000,000 towards the research and development of SANA-013 for the treatment of major depressive disorder. (g) Buyer Parent shall have obtained a listing on a U.S. national securities exchange for its common shares. (h) No more than 5% of the issued and outstanding shares of Xxxxxx Xxxxxx exercised dissent rights in connection with the Acquisition Transactions transactions contemplated under this Agreement or instituted proceedings in respect of the same, whereby such percentage is calculated on an as converted to subordinate voting share basis to include the outstanding super voting shares and multiple voting shares of Xxxxxx Xxxxxx, assuming conversion of the same to subordinate voting shares of Xxxxxx Xxxxxx. (i) There shall not have occurred any change, event or development individually or in the aggregate, has had or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, financial condition, or results of operations of Buyer or Buyer Parent. (j) Any necessary approvals, as the case may be in respect of the transactions contemplated by Sections 7.4 this Agreement and 8.3 the Ancillary Agreements of the Senior Subordinated Note IndentureCanadian Securities Exchange will have been obtained by Xxxxxx Xxxxxx. (k) The transactions contemplated by this Agreement and the Ancillary Agreements will have been approved by the shareholders of Wesana Parent at the Wesana Parent Shareholder Meeting in accordance with applicable Law and stock exchange requirements.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions under this Agreement are subject to the fulfillment, prior to or concurrently with the Closing, fulfillment of each of the following conditions, any one or more of which may be waived: (a) All waivers, consents, approvals and actions of any governmental authority or regulatory body or other Person required to be obtained by the Purchaser in connection with this Agreement shall have been obtained (excluding the Client Consents) and any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (b) No action, suit, or proceeding shall be pending or threatened before any court or other governmental body wherein an unfavorable order would (i) prevent or delay the 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. (c) The representations and warranties of the Purchasers contained Purchaser set forth in this Agreement and in any document, instrument or certificate delivered hereunder shall be true and correct in all material respects at and as of the Closing Date as if made on such date; (b) the Purchasers shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms date of this Agreement on or prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements at and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each of the Purchasers, dated as of the Closing Date, executed . (d) The Purchaser shall have performed in all material respects all of the covenants and agreements to the extent required to be performed by an officer it under this Agreement at or prior to the Closing. (e) The Purchaser shall have made the payment set forth in clause (i) of such Purchaser, certifying that Section 1.2(b). (in respect of such Purchaserf) The Purchaser shall have purchased the Participating GE Shares (if any) on the terms and conditions set forth in paragraphs the GE Investment Documents and Section 3.2 of this Agreement. (ag) The Company shall have obtained, prior to the Closing, Client Consents relating to Consent Persons representing more than eighty-five percent (85%) of the net present value of aggregate management fees payable by Consent Persons. For the avoidance of doubt, (i) the parties agree that the net present value of management fees will be based upon the Valuation Assumptions and (b) above, have been fulfilled; (eii) the Seller manner of consent listed in Schedule 2.1(h) for each Client Consent shall have received an opinion, dated as of be deemed to satisfy the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect condition set forth in Exhibit K hereto; and (fthis Section 4.2(g) Andrxxx & Xurtx, X.L.P., counsel with respect to the Seller shall have received an opinionapplicable Consent Person, dated as of absent any modification after the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion this Agreement to the Trustee in connection with applicable collateral management agreement or other Contract between the Acquisition Transactions as contemplated by Sections 7.4 Company or one of its Subsidiaries, on one hand, and 8.3 of such Consent Person, on the Senior Subordinated Note Indentureother hand.

Conditions to the Obligations of the Seller. The obligations of the Seller under this Agreement are subject, at the option of the Seller, to consummate the Acquisition Transactions are subject to the fulfillment, prior to or concurrently with the Closing, of the following conditions: (a) the The representations and warranties of the Purchasers Purchaser and AAi contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if though made on and as of such date;, except for changes contemplated by this Agreement. (b) the Purchasers The Purchaser and AAi shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required to be performed or complied with by the Purchasers under the terms of this Agreement it on or prior to the Closing Date;. (c) the Purchasers There shall have executed and delivered each not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the agreements and instruments required to be delivered transactions contemplated by them at the Closing pursuant to Section 3.2(b)(ii) through (vi);this Agreement. (d) The Purchaser and AAi shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(l) is satisfied in all material respects; provided, however, that with respect to the condition set forth in Section 6.2(c), the Purchaser shall only provide such certification with respect to consents the Purchaser is required to obtain. (e) The Purchaser and the Partnership shall have delivered the Purchase Price to the Seller. (f) The Purchaser shall have delivered to the Seller at the Closing: a certified copy of the Purchaser's Certificate or Articles of Incorporation and By-laws, and a good standing certificate from the Secretary of State of the Purchaser's state of incorporation, as of a date not more than thirty (30) business days prior to the Closing Date. (g) All applicable waiting periods in respect of the transactions contemplated under this Agreement under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 shall have expired at or prior to the Closing or there shall have been an early termination of such periods in accordance with the parties' (or their affiliates', as appropriate) request therefor. (h) The Seller shall have received from Hincxxxx, Xxxxx & Snydxx, xxunsel for the Purchaser and AAi, a certificate from each of the Purchasersfavorable opinion, dated as of the Closing DateDate and reasonably satisfactory in form and substance to Seller and Seller's counsel, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth as stated in Exhibit K hereto; and (f) Andrxxx & Xurtx5.1, X.L.P.5.2, counsel and 5.3, as well as to the Seller shall have received an opinion, dated as effect that the consummation by the Purchaser and AAi of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as transactions contemplated by Sections 7.4 this Agreement and 8.3 the documents described herein have been duly authorized by all necessary corporate action of the Senior Subordinated Note IndenturePurchaser and AAi.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, satisfaction on or prior to or concurrently with the Closing, Closing Date of each of the following conditions, unless waived in writing by the Seller: (a) The FCC Consent shall have been obtained by one or more FCC Orders. (b) All of the representations and warranties of the Purchasers T-Mobile Parties contained in this Agreement shall be have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date;), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d). (bc) the Purchasers The T-Mobile Parties shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms any of this Agreement on or them prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi);Closing. (d) the The Seller shall have received a certificate from each of the PurchasersT-Mobile Parties, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth specified in paragraphs (aSection 6.2(b) and (bSection 6.2(c) above, have been fulfilled;. (e) No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits 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) The First Closing shall have occurred. (h) The Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect deliverables set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSection 2.3(c).

Conditions to the Obligations of the Seller. The In addition to the conditions set forth in Section 7.1, the obligations of the Seller to consummate the Acquisition Transactions transactions contemplated by this Agreement to be consummated at the Closing are subject to the fulfillment, satisfaction or (to the extent permitted by Law) waiver by HNR at or prior to or concurrently with the Closing, Closing Date of the following further conditions: (a) each of the representations and warranties of the Purchasers contained Buyer (i) set forth in this Agreement Section 5.2 (Authority Relative to Agreement) and Section 5.7 (Brokers), shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date (except to the extent expressly made as if made on of an earlier date, in which case as of such date) and (ii) set forth in Article V hereof (other than in Section 5.2 and Section 5.7), without giving effect to any qualifications as to materiality or other similar qualifications contained therein, shall be true and correct at and as of the date of this Agreement and the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (ii) for such failures to be true and correct as would not reasonably be expected to, individually or in the aggregate, materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement; (b) the Purchasers Buyer shall have duly performed or complied in all material respects with all of the agreements, covenants each agreement and obligations covenant required by this Agreement to be performed or complied with by the Purchasers under the terms of this Agreement it on or prior to the Closing Date; (c) the Purchasers Buyer shall have executed and delivered each of the agreements and instruments required to be delivered by them at Seller a certificate, dated the Closing pursuant to Date, and signed by an executive officer of Buyer, certifying that the conditions set forth in Section 3.2(b)(ii7.3(a), Section 7.3(b) through (vi)have been satisfied; (d) the Seller Buyer shall have received a certificate delivered to Seller the 15% Note and the Additional Draw Note, with full title and guarantee free from each all Liens (thereon and thereunder, other than Permitted Liens thereon), for transfer by Seller to HNR for cancellation in partial satisfaction of the PurchasersHNR Intercompany Note; (e) Buyer shall have delivered to HNR the SPA Termination Agreement, dated and effective as of the Closing Date, executed and signed by an executive officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilledBuyer; (ef) the Seller The Specified Approvals shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K heretobeen obtained; and (fg) Andrxxx & XurtxBuyer shall have delivered to HNR a duly executed resignation letter, X.L.P.in form and substance reasonably satisfactory to HNR, counsel in respect of each member of the HNR Board nominated to the Seller shall have received an opinion, dated as HNR Board by Buyer or any of its Affiliates pursuant to the terms of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSecurities Purchase Agreement.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, satisfaction on or prior to or concurrently with the Closing, Closing Date of each of the following conditions, unless waived in writing by the Seller: (a) The FCC Consent shall have been obtained by one or more FCC Orders. (b) All of the representations and warranties of the Purchasers T-Mobile Parties contained in this Agreement shall be have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date;), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d). (bc) the Purchasers The T-Mobile Parties shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms any of this Agreement on or them prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi);Closing. (d) the The Seller shall have received a certificate from each of the PurchasersT-Mobile Parties, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth specified in paragraphs (aSection 6.2(b) and (bSection 6.2(c) above, have been fulfilled;. (e) No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits 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) The “Closing” as defined in the Channel 51 First Closing License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement). (h) The Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect deliverables set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSection 2.3(c).

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, prior to or concurrently with the Closing, satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Seller: (a) Each of the representations and warranties of the Purchasers Buyer contained in this Agreement (other than representations and warranties in Sections 5.1 or 5.2) shall be true and correct in all material respects (and all materiality qualifiers (including Material Adverse Effect) in such representations and warranties shall be disregarded for purposes of this Section 9.3(a) to the extent necessary to prevent an unintended double materiality standard) and the representations and warranties in Sections 5.1 and 5.2 made by Buyer shall be true and correct in all respects, in each case, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be so true and correct, in each case, on and as of such earlier date. (b) Each of the covenants of Buyer to be performed at or prior to the Closing shall have been performed in all material respects. (c) Buyer shall have delivered to the Seller a certificate signed by an officer of Buyer, dated the Closing Date, certifying on behalf of Buyer that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled. (d) Buyer shall have delivered to the Seller each of the following: (i) a certificate executed by a duly authorized officer of Buyer certifying as of the Closing Date as if made on such date; (bA) the Purchasers shall have duly performed or complied in all material respects with all a true and complete copy of the agreementscertificate of formation of Buyer; (B) true and complete copies of the resolutions of the sole member of Buyer authorizing the execution, covenants delivery and obligations to be performed or complied with performance by the Purchasers under the terms Buyer of this Agreement on or prior to and the Closing Date;Transition Services Agreement and the consummation of the transactions contemplated hereby and thereby; and (C) incumbency matters; and (cii) the Purchasers shall have executed and delivered each a certificate of the agreements and instruments required to be delivered by them at Secretary of State or other applicable Governmental Authority certifying the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received good standing of Buyer in its jurisdiction of organization as of a certificate from each of the Purchasers, dated as date within seven days of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenture.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions are transactions contemplated hereby shall be subject to the fulfillment, satisfaction on or prior to or concurrently with the Closing, Closing Date of all of the following conditions, except such conditions as may be waived by the Seller in its sole discretion: (a) the representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date; (b) the Purchasers 9.1 The Purchaser shall have duly performed or complied in all material respects with all of the agreements, its agreements and covenants and obligations contained herein required to be performed or complied with by the Purchasers under the terms of this Agreement on at or prior to the Closing Date; (c) the Purchasers , and all of its representations and warranties contained herein shall have executed be true in all material respects on and delivered each as of the agreements Closing Date with the same effect as though made on and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each of the Purchasers, dated as of the Closing Date. 9.2 All action (including notifications and filings) that shall be required to be taken by the Purchaser in order to consummate the transactions contemplated hereby shall have been taken and all consents, executed approvals, authorizations and exemptions from third parties that shall be required in order to enable the parties to consummate the transactions contemplated hereby shall have been duly obtained. 9.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by an officer any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened as of such Purchaser, certifying that (in respect the Closing Date. 9.4 The Seller shall have received all of such Purchaser) the documents and items required to be delivered at Closing as provided above. 9.5 All conditions precedent to the Asset Purchase as set forth in paragraphs (a) and (b) above, the Asset Purchase Agreement shall have been fulfilled;satisfied or waived in full. (e) 9.6 The Board of Directors of the Seller shall have received an been advised by Capitalink LLC to the effect that in its opinion, dated as of the date hereofof such opinion, the simultaneous consummation of Bakex Xxxtx X.X.P., counsel the transctions contemplated by the Asset Purchase Agreement and this Agreement is fair to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as holders of the date hereof, shares of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes Seller’s common stock from a financial point of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indentureview.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are Repurchase and the Notes Issuance is subject to the fulfillment, prior to or concurrently with the Closing, satisfaction of the following conditions, any one or more of which may be waived in writing by the Seller: (a) the The representations and warranties of the Purchasers Issuer and the Guarantors contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as if though such representations and warranties had been made on at and as of such time (except those representations and warranties that are made as of or refer to a specific date need be true and correct only as of such date;). (b) The Issuer and the Purchasers Guarantors shall have duly performed or complied with, in each case, in all material respects with respects, all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by them at or before the Purchasers under the terms of this Agreement on or prior to the Closing Date;Closing. (c) The Issuer and the Purchasers Guarantors shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each of the Purchaserscertificate, dated as of the Closing Date, executed by an officer of such Purchaserauthorized executive officers thereof, certifying that (in respect of such Purchaser) the conditions set forth specified in paragraphs (aSection 8.3(a) and (bSection 8.3(b) above, have been fulfilled;. (ed) Pursuant to Section 4.1 of the Revolving Credit Agreement, the Seller shall have received notice from AerCap and AerCap Ireland Capital stating that the amount of the commitment under the Revolving Credit Agreement shall, upon consummation of the Repurchase and the Notes Issuance, be reduced in an amount equal to the aggregate principal amount of the Notes issued hereunder. (e) Cravath, Swaine & Xxxxx LLP shall have furnished to the Seller its written opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., New York counsel to the PurchasersIssuer and the Guarantors, relating to the Notes Issuance and addressed to the Seller to and dated the effect set forth Closing Date, substantially in Exhibit K the form agreed among the Parties hereto; and. (f) Andrxxx & XurtxNautaDutilh N.V. shall have furnished to the Seller its written opinion, X.L.P., as Dutch counsel to AerCap and AerCap Aviation, relating to the Notes Issuance and addressed to the Seller and dated the Closing Date, substantially in the form agreed among the Parties hereto. (g) XxXxxx XxxxXxxxxx shall have furnished to the Seller its written opinion, as Irish counsel to AerCap Ireland Capital and AerCap Ireland Limited, relating to the Notes Issuance and addressed to the Seller and dated the Closing Date, substantially in the form agreed among the Parties hereto. (h) Morris, Nichols, Arsht & Xxxxxxx LLP shall have furnished to the Seller its written opinion, as Delaware counsel to AerCap Global Aviation Trust and AerCap U.S. Global Aviation LLC, relating to the Notes Issuance and addressed to the Seller and dated the Closing Date, substantially in the form agreed among the Parties hereto. (i) Xxxxxxxxx Xxxxx, a Professional Corporation, shall have furnished to the Seller its written opinion, as California counsel to International Lease Finance Corporation, relating to the Notes Issuance and addressed to the Seller and dated the Closing Date, substantially in the form agreed among the Parties hereto. (j) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) downgrading shall have occurred in the rating accorded the debt securities of the Issuer or the Guarantors or any of its subsidiaries by any “nationally recognized statistical rating organization,” as that term is used by the Commission in Section 3(a)(62) under the Exchange Act, or (ii) such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuer’s or the Guarantors’ debt securities. (k) The Notes shall be eligible for clearance and settlement through DTC and CUSIP/ISIN identification numbers issued by Standard & Poor’s CUSIP Service Bureau shall have been obtained for the Notes, and the Seller shall have received an opinionappropriate evidence thereof. (l) The Issuer shall have executed and the Trustee shall have authenticated and delivered a Global Note or Notes and/or certificated definitive securities, dated in each case, representing the Notes, in form and substance satisfactory to the Seller and as the Seller requests pursuant to Section 3.2. (m) The Issuer and the Guarantors shall have executed and delivered the Notes Registration Rights Agreement, in substantially the form attached as Exhibit A hereto, and the Seller shall have received a copy thereof, duly executed by the Issuer and the Guarantors. (n) The Issuer, the Guarantors and the Trustee shall have executed and delivered the Indenture, in substantially the form attached as Exhibit B hereto, and the Seller shall have received a copy thereof, duly executed by the Issuer, the Guarantors and the Trustee. (o) The Issuer and the Trustee shall have executed and delivered the Global Note, in substantially the form attached as Exhibit C hereto, and the Seller shall have received a copy thereof, duly executed by the Issuer and the Trustee. (p) There shall exist at and as of the date hereof, Closing Date no condition that would constitute an Event of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., Default (as defined in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenture).

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate sell the Acquisition Transactions are Purchased Shares and otherwise to effect the transactions contemplated hereby shall be subject to the fulfillmentsatisfaction, prior to or concurrently with as of the ClosingPurchase Date, of the following conditions:conditions (except to the extent any of the following conditions shall have been expressly waived in writing by Seller): (a) the The representations and warranties of the Purchasers Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Purchase Date as if made on such date;the Purchase Date. (b) the Purchasers Purchaser shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms of this Agreement it hereunder on or prior to the Closing Date;Purchase Date (including, without limitation, the payment of the Purchase Price). (c) All other permits, approvals, authorizations and consents of the Purchasers Bermuda Monetary Authority and other third parties necessary for the consummation of the transactions contemplated herein shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi);been obtained. (d) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the Seller United States or by any United States federal or state governmental or regulatory body which restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement shall be in effect, nor shall any request for any such injunction be pending. (e) TEML shall have executed the Offer Letter. (f) The Amended and Restated Members Agreement shall have been executed by the Purchaser and the Seller. (g) The Company shall have entered into the Second Amended And Restated Series 2000-1 Supplement in the form attached hereto as Exhibit F. (h) The Company shall have entered into Amendment Number 2 to Contribution and Sale Agreement in the form attached hereto as Exhibit G. (i) The Company shall have received a certificate from each of the Purchasers, dated as of the Closing Date, consent executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., Ambac Assurance Corporation in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions attached hereto as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureExhibit H. (j) The Rating Agency Condition shall have been satisfied.

Conditions to the Obligations of the Seller. The obligations of the Seller Parties to consummate effect the Acquisition Transactions transactions contemplated herein are also subject to the fulfillmentsatisfaction (or written waiver by Seller), at or prior to or concurrently with the Closing, of the following conditions: (a) the The representations and warranties of the Purchasers contained Buyer Parties (i) shall have been true and correct in all material respects on the date of this Agreement and (ii) shall be true and correct in all material respects on the Closing Date as if made on the Closing Date, unless in each case a representation or warranty is made as of a specified date (in which case such representation or warranty shall be true and correct in all material respects as of the Closing Date as if made on such date;), and Seller shall have received a certificate signed by an authorized officer of Parent and an authorized officer or manager of Buyer to such effect. (b) the Purchasers Buyer and Parent shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations contained in this Agreement that are required to be performed or complied with by the Purchasers under the terms of this Agreement it on or prior to the Closing Date; (c) the Purchasers shall have executed Closing, and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each signed by an authorized officer of Parent and an authorized officer or manager of Buyer to such effect. (c) The execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the Purchaserstransactions contemplated therein, dated as have been duly and validly authorized by all necessary action on the part of the Closing DateBuyer and Parent, executed and Seller shall have received a certificate signed on behalf of each Buyer Party by an authorized officer of such Purchaser, certifying that Buyer Party to such effect. (d) Seller shall have received from Buyer countersigned copies of the Transfer Documents in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled;forms attached hereto as Exhibit A-1 through A-4. (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Transition Services Agreement duly executed by the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., Buyer Parties in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions attached hereto as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenture.Exhibit C.

Conditions to the Obligations of the Seller. The In addition to the conditions set forth in Section 7.1, the obligations of the Seller to consummate the Acquisition Transactions transactions contemplated by this Agreement to be consummated at the Final Closing are subject to the fulfillment, satisfaction or (to the extent permitted by Law) waiver by HNR at or prior to or concurrently with the Closing, Final Closing Date of the following further conditions: (a) each of the representations and warranties of the Purchasers contained Buyer (i) set forth in this Agreement Section 5.2 (Authority Relative to Agreement) shall be true and correct in all material respects at and as of the date of this Agreement and the Final Closing Date (except to the extent expressly made as if made on of an earlier date, in which case as of such date) and (ii) set forth in Article V hereof (other than in Section 5.2), without giving effect to any qualifications as to materiality or other similar qualifications contained therein, shall be true and correct at and as of the date of this Agreement and the Final Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except in the case of this clause (ii) for such failures to be true and correct as would not reasonably be expected to, individually or in the aggregate, materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement; (b) the Purchasers Buyer shall have duly performed or complied in all material respects with all of the agreements, covenants each agreement and obligations covenant required by this Agreement to be performed or complied with by the Purchasers under the terms of this Agreement it on or prior to the Final Closing Date; (c) the Purchasers Buyer shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each of the Purchaserscertificate, dated as of the Final Closing Date, executed and signed by an executive officer of such PurchaserBuyer, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (aSection 7.3(a) and (bSection 7.3(b) above, have been fulfilled;satisfied; and (ed) the either (i) Seller shall have received from Buyer a certificate stating that none of Buyer or any of its Affiliates is an opinionentity that is involved in any judicial, dated arbitral or administrative proceeding of a significant nature with Venezuela, Petróleos de Venezuela, S.A. , PDVSA Petróleo, S.A., Corporacion Venezolana del Petroleo, S.A. or any of their respective Affiliates and a separate agreement in form and substance reasonably satisfactory to HNR indemnifying the Retained Companies and their respective officers, directors, employees and Representatives from and against any Losses resulting from Claims made by Vinccler or Venezuela or their respective Affiliates arising solely as a result of Buyer’s waiver of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect condition set forth in Exhibit K hereto; and Section 7.2(f) above or (fii) Andrxxx & Xurtxthe condition set forth in Section 7.2(f) above shall have been satisfied and such Venezuela Approval does not include as a condition thereto any new material obligation of any Retained Company, X.L.P., counsel which has not been reimbursed or indemnified to the Seller shall have received an opinion, dated as reasonable satisfaction of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSeller.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions are subject to the fulfillment, prior to or concurrently with the Closing, satisfaction of the following further conditions: (ai) The Buyer shall have performed in all material respects all of its obligations with this Agreement required to be performed by it at or prior to the Closing Date; (ii) the representations and warranties of the Purchasers Buyer contained in this Agreement and any certificate or other writing delivered by the Buyer pursuant hereto which 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 respects, in each case as of the date hereof and at and as of the Closing Date as if made on at and as of such time, except (A) for changes permitted by this Agreement, and (B) that the representations and warranties made by the Buyer in Article IV which address matters only as of a particular date shall remain true and correct as of such date; and (iii) the Seller shall have received a certificate signed by an executive officer of the Buyer to the foregoing effect; (b) the Purchasers The Buyer shall have duly performed obtained the consent or complied approval of each person whose consent or approval shall be required in connection with the Acquisition under all material respects with all of the notes, bonds, mortgages, indentures, contracts, agreements, covenants leases, licenses, permits, franchises and other instruments or obligations to which it or any of its subsidiaries is a party, except those for which failure to obtain such consents and approvals would not be performed or complied with by the Purchasers under the terms of this Agreement on or prior reasonably expected to have a Material Adverse Effect after the Closing Date; (c) the Purchasers No order, stay, decree, judgment or injunction shall have executed and delivered each been entered, issued or enforced by any Governmental Authority court of competent jurisdiction which prohibits consummation of the agreements Acquisition, and instruments required there shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi);Acquisition, which makes the consummation of the Acquisition illegal. (d) First Union and AmSouth Bank shall release the Seller shall have received and the Shareholder, in a certificate form acceptable in all respects to STB the Seller and the Shareholder, from each all obligations owed to First Union or any of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled;its affiliates. (e) The landlord under the Seller Real Property Lease shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel consent to the Purchasers, addressed to the assignment and assumption of such lease and shall release Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenturefrom all obligations thereunder.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate effect the Acquisition Transactions are transactions contemplated hereby shall be further subject to the fulfillment, fulfillment at or prior to or concurrently with the Closing, Closing Date of the following conditions, any one or more of which may be waived by the Seller: (a) In all material respects Guarantee shall have performed and complied with the agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date, and the representations and warranties of the Purchasers contained Guarantee set forth in this Agreement shall be true and correct in all material respects as though made as of the Closing Date as if made and on such date; (b) the Purchasers shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms of this Agreement on or prior to the Closing Date; (c) the Purchasers . Guarantee shall have executed and delivered each to the Company a certificate of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each President of the Purchasers, Guarantee dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) to the conditions set forth in paragraphs (a) and foregoing effect; (b) above, have been fulfilled; (e) the The Seller shall have received an opinionopinion from Xxxxx Xxxx, special counsel to Guarantee, dated the Closing Date and in substantially the form attached hereto as Exhibit D-1 and the opinion of Xxxxxxx X. Xxxxxxxx, general counsel to Guarantee, dated the Closing Date and substantially in the form of Exhibit D-2; (c) The Seller shall have received from Guarantee the Purchase Price in accordance with Article II of this Agreement; (d) The Seller shall have received from Guarantee (i) a copy of its Board of Directors' actions approving and authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the approval of this Agreement), certified by the Secretary of Guarantee as true, correct and complete and that such actions have not been amended or rescinded on or prior to the Closing Date and (ii) a certificate of the date hereof, Secretary of Bakex Xxxtx X.X.P., counsel Guarantee as to the Purchasers, addressed to incumbency and signature of the Seller to the effect set forth in Exhibit K heretodirectors and officers of Guarantee executing this Agreement; and (fe) Andrxxx & Xurtx, X.L.P., counsel to the The Seller shall have received an opinionall other documents, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel instruments and writings required to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon be delivered by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion Guarantee at or prior to the Trustee Closing Date pursuant to this Agreement or otherwise required in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indentureherewith.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Contemplated Transactions are subject to the fulfillment, prior to or concurrently with the Closing, satisfaction of the following conditions:conditions on or before the Closing Date (provided, that any condition specified in this Section 8.1 may be waived in writing by Seller): (a) each of the representations and warranties of the Purchasers contained set forth in this Agreement Article 6 shall be true and correct in all material respects as if made as of the Closing Date (except that such representations and warranties that are made as if made on of a specific date need only be true and correct as of such date) in all material respects; (b) the Purchasers Purchaser shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms of this Agreement on or prior to the Closing Date; (c) the Purchasers shall have executed and delivered made each of the agreements payments and instruments other deliveries required to be delivered made by them Purchaser at the Closing pursuant to Section 3.2(b)(ii3.3 and Section 3.4; (c) through (vi)Purchaser shall have caused the Company Group to make each of the deliveries required under Section 3.4; (d) the Seller Purchaser shall have received a certificate from each of performed in all material respects all the Purchasers, dated as of covenants and agreements required to be performed by it under this Agreement prior to the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilledClosing; (e) Purchaser, the Seller Guarantors and the Grantors, as applicable, shall have received an opinion, dated entered into each of the Loan Documents to which they are a party that are to be entered into as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed Closing in each case in form and substance reasonably acceptable to the Seller and Lender, and no breach of any representation, warranty, covenant, agreement or provision of the Loan Agreement or any of the other Loan Documents by any such Person shall have occurred (other than any such breach by any member of the Company Group arising prior to the effect Closing); (f) Purchaser, the Guarantors and the Grantors, as applicable, shall have performed the information undertakings and provided to the Lender all information and documentation, including, without limitation, legal opinions and assurances opinions, required under the Loan Agreement or otherwise reasonably requested by the Lender in connection therewith; (g) the Lender shall have completed satisfactory ‘know your client’ and AML checks with respect to Purchaser and the Parent, as applicable, and all credit approvals relating to the Loan shall have been completed by the Lender; (h) Purchaser shall have delivered to the Seller and Lender certificates of insurance evidencing that Purchaser has obtained the minimum insurance policies set forth in Exhibit K A hereto, naming the Lender and the other Seller Indemnitees (including the Company Group for the benefit of Seller) as additional insureds (except as expressly provided in the terms and conditions set forth in Exhibit A hereto); (i) no law or order shall have been enacted or entered into after the date hereof that would prevent the consummation of the Contemplated Transactions; (j) all applications required to be filed with the WVDEP with respect to the Change of Control Approval shall have been prepared by Purchaser and delivered to and approved by the Seller; (k) all applications required to be filed with the WVDEP in order for Purchaser to be designated as operator on the Environmental Permits of the Company Group shall have been prepared by Purchaser and delivered to and approved by the Seller, and Purchaser shall have obtained all other Governmental Permits necessary in order for Purchaser to conduct limited activities on or under the Environmental Permits of the Company Group as contemplated by Article 4; (l) each of the lessors under each of the Real Property Leases shall (i) have delivered its written consent pursuant to one or more instruments in form and substance reasonably acceptable to the Seller, (A) to the Contemplated Transactions and (B) for the Security Instruments and Seller Lien Pledge Agreement to be executed, delivered and recorded and for Seller and/or the Lender to exercise any of the Liens granted to them hereunder, under the Seller Lien Pledge Agreement, or under any of the Security Instruments, in each case, without resulting in a breach of or event of default under any of the Real Property Leases or WPP Replacement Leases, and (ii) to the extent required by Purchaser, have entered into WPP Replacement Leases effective as of the Closing; provided, that the Seller shall not be required to accept any such written consent or WPP Replacement Lease which would materially modify the terms or conditions of any of the Real Property Leases (unless the Seller finds the terms and conditions thereof would not have a material adverse effect on Seller); (m) Majestic Resources Development Company LLC, Grey Flats Development Company LLC, Xxxxxx X. Xxxxxx, and Xxxx Xxxxx shall have released Seller from the guarantee of the obligations of the Company under the Majestic/Grey Flats Purchase Agreement; (n) the Contract Mining Agreement shall be in form and substance reasonably acceptable to the Seller; and (fo) Andrxxx & Xurtxany other consents (other than the Change of Control Approval) from third parties, X.L.P.including, counsel to the Seller without limitation, Governmental Authorities, as set forth under Schedule 7.5 shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., been obtained in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenturewriting.

Conditions to the Obligations of the Seller. The obligations of the Seller and the Shareholder to consummate effect the Acquisition Transactions are transactions contemplated hereby shall be subject to the fulfillmentsatisfaction (or waiver by the Seller), on or prior to or concurrently with the ClosingClosing Date, of the following additional conditions: (a) the representations and The warranties of the Purchasers Buyer, Trucking, and the Buyer's Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as if made on and as of the Closing Date (except to the extent such warranties speak as of a certain date;, in which case such warranties shall be true and correct as of that date), and at the Closing each of the Buyer, Trucking, and the Buyer's Parent shall have delivered to the Seller a certificate to that effect, dated the Closing Date and signed by duly authorized officers of the Buyer, Trucking, and the Buyer's Parent. (b) the Purchasers shall have duly performed or complied in all material respects with all Each of the agreements, covenants and obligations agreements hereunder of the Buyer, Trucking, and the Buyer's Parent to be performed on or complied with by before the Purchasers under Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects on or prior before the Closing, and at the Closing the Buyer, Trucking, and the Buyer's Parent shall have delivered to the Seller a certificate to that effect, dated the Closing Date;Date and signed by duly authorized officers of the Buyer, Trucking, and the Buyer's Parent. (c) The Seller and the Purchasers Shareholder shall have executed received from the Buyer and delivered each of Trucking the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi);Assumption Agreement. (d) the Seller Releases shall have received a certificate from each of the Purchasers, dated as of the Closing Date, been executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) form and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel substance reasonably satisfactory to the PurchasersShareholder, addressed to whereby the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as Shareholder has been released from any personal guarantees of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon indebtedness for borrowed money being assumed by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureBuyer or Trucking under this Agreement.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, prior to or concurrently with the Closing, satisfaction of the following conditionsconditions as of the Closing Date, any or all of which may be waived in whole or in part by the Seller: (a) the representations and warranties of the Purchasers contained Buyer set forth in this Agreement ARTICLE III shall be true and correct in all material respects as of the date hereof and as of the Closing Date Date, as of if made on the Closing Date (except for representations and warranties qualified by materiality, which shall be true and correct in all respects), except for (a) those representations and warranties that address matters only as of a particular date, which need only be true and correct in all material respects as of such date, and (b) those instances in which the failure of the representations and warranties to be true and correct would not in the aggregate have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement and perform all of its obligations hereunder; (b) the Purchasers Buyer shall have duly performed or complied in all material respects with all of the agreements, covenants and its material obligations required to be performed or complied with by the Purchasers under the terms of this Agreement on at or prior to the Closing DateClosing; (c) the Purchasers no Governmental Authority shall have executed and delivered each of enacted, promulgated, issued, entered, or enforced any injunction, judgment, order, or ruling enjoining, materially delaying, restraining, or prohibiting the agreements and instruments required to be delivered transactions contemplated by them at the Closing pursuant to Section 3.2(b)(ii) through (vi)this Agreement; (d) the Seller shall have received a certificate from each substantially concurrent consummation of the Purchasers, dated as Exchange Transactions in accordance with the terms of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) Contribution and (b) above, have been fulfilledExchange Agreement; (e) the Seller shall have received an opinion, dated as copies of the date hereofresolutions duly adopted by the governing body of the Buyer authorizing the execution, delivery, and performance of Bakex Xxxtx X.X.P.this Agreement and the Related Agreements to which the Buyer is a party, counsel to and the Purchasers, addressed to the Seller to the effect set forth in Exhibit K heretoconsummation of all transactions contemplated hereby and thereby; and (f) Andrxxx & Xurtx, X.L.P., counsel the Buyer shall have delivered to the Seller shall have received an opinion, dated as a copy of the date hereof, certificate of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 good standing of the Senior Subordinated Note IndentureBuyer from the Secretary of State of Delaware dated within ten (10) Business Days of the Closing Date.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions are subject to the fulfillment, prior to or concurrently with the Closing, satisfaction of the following further conditions: (ai) Buyer shall have performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing Date; (ii) the representations and warranties of the Purchasers Buyer contained in this Agreement and any certificate or other writing delivered by Buyer pursuant hereto which 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 respects, in each case as of the date hereof and at and as of the Closing Date as if made on at and as of such time, except (A) for changes permitted by this Agreement, and (B) that the representations and warranties made by the Buyer in Article IV which address matters only as of a particular date shall remain true and correct as of such date; ; and (b) the Purchasers shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms of this Agreement on or prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (diii) the Seller shall have received a certificate from each of the Purchasers, dated as of the Closing Date, executed signed by an executive officer of such Purchaser, certifying that (in respect of such Purchaser) Buyer to the conditions set forth in paragraphs (a) and (b) above, have been fulfilledforegoing effect; (eb) the Seller shall have received an opinionfrom Xxxxxxxx & Company, dated as of the date hereof, of Bakex Xxxtx X.X.P.P.C., counsel to the PurchasersBuyer, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an a legal opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., substantially in the form previously agreed upon by of Exhibit E; (c) Buyer shall have obtained the parties, which opinion may consent or approval of each person whose consent or approval shall be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee required in connection with the Acquisition Transactions as contemplated under all notes, bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and other instruments or obligations to which it or any of its subsidiaries is a party, except those for which failure to obtain such consents and approvals would not have a Material Adverse Effect after the Closing Date; (d) No order, stay, decree, judgment or injunction shall have been entered, issued or enforced by Sections 7.4 and 8.3 any Governmental Authority court of competent jurisdiction which prohibits consummation of the Senior Subordinated Note IndentureAcquisition, and there shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Acquisition, which makes the consummation of the Acquisition illegal, provided, however, that with respect to any court order, stay, decree, judgment or injunction issued by or at the behest of any Governmental Antitrust Authority, the Seller shall have performed its obligations under Sections 6.01(a) and (b), subject to the terms of Section 6.01(c); (e) Buyer shall have paid, settled or otherwise satisfied the obligations of Seller pursuant to a certain note provided by Seller to Xxxx Xxxxx, along with 245,000 of Seller Warrants, dated May 13, 1998, issued pursuant thereto (collectively the "Kedan Obligation"). Buyer shall have provided Stockholder and Seller with assurances of the satisfaction, or an assumption and release of Stockholder and Seller from the Kedan Obligation; (f) Buyer shall have obtained a guaranty of payment from On Lake Investments, LLC ("On Lake") in the form and upon the terms and conditions of the Guaranty attached hereto as Exhibit F, for the LincCapital Obligation (the "On Lake Guaranty"). On Lake's obligation under the On Lake Guaranty shall be limited to repayment of the LincCapital Obligation to LincCapital only in the event LincCapital seeks repayment of the obligation from Stockholder as a result of Buyer's default under the terms of the LincCapital Obligation. The On Lake Guaranty shall be secured by a security interest in the State of Connecticut contract subordinate to Linc Capital. (g) Seller shall grant to Stockholder a license to use MedServ and E-MAR software in connection with alternate care facilities, upon the terms and conditions provided in the Software License Agreement attached hereto as Exhibit G. (h) Pursuant to Section 1.04 (a)(vi), Buyer shall have placed in escrow an amount equal to the Employee Claims and the Employee Payables, to the extent and amount and only to the extent and amount such Employee Claims and Employee Payables are reflected on the Closing Balance Sheet (the "Escrowed Funds"), to be held in accordance with the terms of the Escrow Agreement in the form attached hereto as Exhibit H. The Escrowed Funds shall be Buyer's sole liability or obligation for Employee Claims and for accrued and owed Employee Payables. Buyer has no further obligation or liability for the Employee Claims or for any other accrued employee or contractor claims in excess of the Escrowed Funds. To the extent that Seller and Stockholder are released by an employee from liability and obligation for any Employee Claims or Employee Payables pursuant to the General Release attached as Exhibit A to the Escrow Agreement and such employee further agrees with Buyer to an alternative form or method of payment therefor, all Escrow Funds allocated for such Employee Claims and Employee Payables shall be released and paid forthwith to Buyer. Any amounts of the Escrow Fund remaining in escrow after the expiration of 90 days from the Closing Date or, if after such time there are any outstanding claims or disputed amounts for such Employee Claims or Employee Payables, after the settlement, dismissal or final judgment of each such dispute, shall be returned to Buyer, along with all accrued interest thereon.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate hereunder are, at the Acquisition Transactions are option of the Seller, subject to the fulfillment, prior to or concurrently with the Closing, of the following conditions: (a) the 7.1. The representations and warranties of the Purchasers Buyer contained in this Agreement herein shall be true and correct in all material respects on the date when made and at and as of the Closing Date as if made on such date; (b) the Purchasers then made, and Buyer shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations conditions required hereunder to be performed or complied with by the Purchasers under the terms of this Agreement on or it prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi);Closing. (d) 7.2. At the Seller shall have received a certificate from each of the PurchasersClosing, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereofClosing Date, of Bakex Xxxtx X.X.P.Stroock & Stroock & Lavan LLP, counsel for Buyer, in form and substance reasonably saxxxxxctory to the PurchasersSeller. 7.3. At the Closing, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as certified copies of the date hereofresolutions of the Board of Directors of Buyer authorizing and approving this Agreement. 7.4. There shall not be any order, injunction or decree of Bakex Xxxtx X.X.P.any court having jurisdiction to restrain, counsel enjoin, invalidate or otherwise prevent this Agreement and the consummation of the transactions contemplated hereby, and there shall not be any litigation or proceeding by any commission, agency or department of the federal or any foreign, state or local government to Acquisition Subrestrain, addressed to Andrxxx & Xurtxenjoin, X.L.P., in invalidate or otherwise prevent this Agreement and the form previously agreed upon by consummation of the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. transactions contemplated hereby. 7.5. All governmental approvals required for purposes the consummation of delivering an opinion to the Trustee this Agreement shall have been obtained. 7.6. All legal matters in connection with this Agreement and the Acquisition Transactions as transactions contemplated by Sections 7.4 this Agreement, and 8.3 all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to counsel to the Seller, and the Seller and such counsel shall have received all such documents and instruments, or copies thereof (certified if requested), as they may have reasonably requested. 7.7. The Seller shall have received a certificate of an officer of Buyer, dated the Closing Date, in form and substance satisfactory to the Seller, certifying as to the fulfillment on behalf of Buyer of the Senior Subordinated Note Indentureconditions specified in paragraph 7.1 hereof. 7.8. Each of the Principals shall have entered into an employment agreement with the Buyer in substantially the form of Exhibit B attached hereto. 7.9. The Registration Rights Agreement shall have been executed and delivered by the parties thereto.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate effect the Acquisition Transactions are transactions contemplated hereby shall be subject further to the fulfillment, prior to or concurrently with the Closing, fulfillment of the following conditions, any one or more of which may be waived by the Seller in its sole and absolute discretion: (a) the All representations and warranties of the Purchasers Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if though made on as of such date; (b) the Purchasers , except as otherwise contemplated by this Agreement. The Purchaser shall have duly performed or and complied in all material respects with all of the agreements, its covenants and obligations agreements contained in this Agreement required to be performed or and complied with by the Purchasers under the terms of this Agreement on it at or prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Closing. The Seller shall have received a certificate from each with respect to the matters set forth in this Section 8.2(a) signed on behalf of the PurchasersPurchaser by an authorized officer. (b) (i) All documents required to have been delivered by the Purchaser to the Seller at or prior to the Closing shall have been delivered, and (ii) all actions required to have been taken by the Purchaser at or prior to the Closing shall have been taken. (c) The Seller shall have received a legal opinion of Xxxxx, Xxxxx & XxXxxxxx, P.C., counsel to the Purchaser, dated the Closing Date and in form and substance reasonably satisfactory to the Seller, as to such matters as shall reasonably be requested by the Seller. (d) As of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as from the Purchaser the following documents: (i) a certificate of existence and good standing of the date hereofPurchaser from its state of formation; (ii) a true and complete copy of the resolutions of the directors of the Purchaser authorizing the execution, delivery and performance of Bakex Xxxtx X.X.P.this Agreement, counsel and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby by the Purchaser, certified on behalf of the Purchaser by its Secretary or Assistant Secretary; (iii) a certificate from the Secretary or Assistant Secretary of the Purchaser as to the Purchasers, addressed to incumbency and signatures of its officers who will execute documents at the Seller to Closing or who have executed this Agreement; (iv) the effect set forth Assignment and Assumption Agreement in Exhibit K heretorespect of the Assumed Liabilities; and (fv) Andrxxx & Xurtxsuch other documents, X.L.P., counsel to opinions and certificates that the Seller shall may have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee reasonably requested in connection with the Acquisition Transactions as consummation of the transactions contemplated by Sections 7.4 this Agreement. (e) The Purchaser shall have paid and 8.3 delivered the Purchase Price, and filed its Amended Certificate of the Senior Subordinated Note IndentureIncorporation, and issued and delivered shares of its Series D Convertible Redeemable Preferred Stock, in accordance with Section 3.2.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, satisfaction on or prior to or concurrently with the Closing, Closing Date of each of the following conditions, unless waived in writing by the Seller: (a) The FCC Consent shall have been obtained by one or more FCC Orders. (b) All of the representations and warranties of the Purchasers T-Mobile Parties contained in this Agreement shall be have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date;), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d). (bc) the Purchasers The T-Mobile Parties shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms any of this Agreement on or them prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi);Closing. (d) the The Seller shall have received a certificate from each of the PurchasersT-Mobile Parties, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth specified in paragraphs (aSection 6.2(b) and (bSection 6.2(c) above, have been fulfilled;. (e) No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits 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) The “Closing” as defined in the Channel 51 License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement). (h) The Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect deliverables set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSection 2.3(c).

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are Transaction is subject to the fulfillment, prior to satisfaction or concurrently with waiver by the Closing, Seller of the following further conditions: (a) no Governmental Authority shall have commenced, enacted, issued, promulgated, enforced or entered any suit, proceeding, Order or other Law which is then in effect and has the effect of making the Transaction illegal or otherwise prohibiting the consummation of the Transaction; (b) the representations and warranties of the Purchasers Buyer contained in this Agreement the Transaction Documents to which it is a party shall be true and correct in all material respects (without giving effect to any limitation as to materiality or Buyer Material Adverse Effect or similar qualifiers set forth therein) at and as of the Closing Date with the same force and effect as if made on at and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such datedate or with respect to such period), except where 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; (bc) the Purchasers Buyer shall have duly delivered to the Seller the Estimated Schedule of Purchased Loans no less than 15 calendar days prior to the Closing, and the Buyer and its Affiliates shall have cooperated with the Seller in identifying and correcting any deficiencies contained in the Estimated Schedule of Purchased Loans, each to the extent necessary for the Seller to reasonably affirm the accuracy of the information in the Estimated Schedule of Purchased Loans as of the date specified therein as required by Section 3.2(a); (d) the Buyer shall have performed or and complied in all material respects with all of material agreements and covenants required by the agreements, covenants and obligations Transaction Documents to be performed or complied with by the Purchasers under the terms of this Agreement on Buyer at or prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller shall have received a certificate from each of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilledClosing; (e) the Seller shall have received an opinion, dated as of since the date hereof, there shall not have been any receiver or conservator appointed for the Buyer or all or any substantial part of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K heretoits property; and (f) Andrxxx & Xurtxall documents, X.L.P., counsel certificates and opinions specified in Section 5.3 to be delivered by the other parties to the Seller Transaction Documents (other than the Seller) on the Closing Date shall have received an opinion, dated be duly executed and delivered by all signatories as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion required pursuant to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenturerespective terms thereof.

Conditions to the Obligations of the Seller. The obligations of the Seller Sellers to consummate effect the Acquisition Transactions transactions contemplated herein are also subject to the fulfillmentsatisfaction (or written waiver by Sellers), at or prior to or concurrently with the Closing, of the following conditions: (a) the The representations and warranties of the Purchasers contained Buyer Parties (i) shall have been true and correct in all material respects on the date of this Agreement and (ii) shall be true and correct in all material respects on the Closing Date as if made on the Closing Date, unless in each case a representation or warranty is made as of a specified date (in which case such representation or warranty shall be true and correct in all material respects as of the Closing Date as if made on such date;), and the Sellers shall have received a certificate signed by an authorized officer of Parent and an authorized officer or manager of Buyer to such effect. (b) the Purchasers Buyer and Parent shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations contained in this Agreement that are required to be performed or complied with by the Purchasers under the terms of this Agreement them on or prior to the Closing Date; (c) Closing, and the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller Sellers shall have received a certificate signed by an authorized officer of Parent and an authorized officer or manager of Buyer to such effect. (c) The Sellers shall have received from Buyer countersigned copies of the Transfer Documents in the forms attached hereto as Exhibit B-1 through B-4. (d) The Sellers shall have received from each of the Purchasers, dated as Buyer and Parent a countersigned copy of the Closing Date, executed by an officer of such Purchaser, certifying that (Transition Services Agreement in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled;form attached hereto as Exhibit E. (e) the Seller The Sellers shall have received an opinionthe Sublease, dated in the form attached hereto as of the date hereofExhibit F, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; andduly executed by Buyer. (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller The Buyer Parties shall have received an opiniona fully-executed unanimous written consent from each Buyer Party’s Board of Directors or sole member (as applicable) authorizing the execution and delivery of this Agreement, dated as of the date hereofTransfer Documents and the Buyer Party Agreements. (g) The Sellers shall have received the License Agreement, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P.duly executed by Buyer, in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions attached hereto as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenture.Exhibit H.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are is subject to the fulfillment, prior to satisfaction or concurrently with waiver by the Closing, Seller of the following further conditions: (a) the representations and warranties of the Purchasers Buyer contained in this Agreement the Transaction Documents to which it is a party shall be true and correct in all (without giving effect to any limitation as to materiality or material respects adverse effect set forth therein) at and as of the Closing Date with the same force and effect as if made on at and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such datedate or with respect to such period), except where 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; (b) the Purchasers Buyer shall have duly performed or and complied in all material respects with all of material agreements and covenants required by the agreements, covenants and obligations Transaction Documents to be performed or complied with by the Purchasers under the terms of this Agreement on Buyer at or prior to the Closing DateClosing; (c) the Purchasers Buyer shall have executed delivered to the Seller a certificate, dated the Closing Date and delivered each signed by an executive officer of the agreements Buyer, certifying to the effect that the conditions set forth in Section 7.3(a) and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii7.3(b) through (vi)have been satisfied; (d) the Seller Buyer shall have received a certificate from each delivered to the Seller the Buyer Satisfaction Certificate, dated the Closing Date and signed by an executive officer of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled;Buyer; and (e) all documents, certificates and opinions specified in Section 7.4 to be delivered by the Seller other parties to this Agreement or the other Transaction Documents on the Closing Date shall have received an opinion, dated be duly executed and delivered by all signatories as of the date hereof, of Bakex Xxxtx X.X.P., counsel required pursuant to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenturerespective terms thereof.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate Sellers hereunder are, at the Acquisition Transactions are option of the Sellers, subject to the fulfillment, prior to or concurrently with the Closing, of the following conditions: (a) the The representations and warranties of the Purchasers contained in this Agreement herein shall be true and correct on the date when made in all material respects and at and as of the Closing Date as if made on such date; (b) then made, and the Purchasers shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations conditions required hereunder to be performed or complied with by it prior to or at the Purchasers under the terms Closing. (b) There shall not be any order, injunction or decree of any court having jurisdiction to restrain, enjoin, invalidate or otherwise prevent this Agreement on and the consummation of the transactions contemplated hereby, and there shall not be any litigation or prior proceeding by any commission, agency or department of the federal or any foreign, state or local government to restrain, enjoin, invalidate or otherwise prevent this Agreement and the Closing Date;consummation of the transactions contemplated hereby. (c) All governmental approvals required for the Purchasers consummation of this Agreement shall have been obtained (provided that filings reflecting the change of ownership of the aircraft and any Intellectual Property transfer filings that are required to be made shall be submitted at or about the time of the Closing Date). (d) An Agreement of Assumption, substantially in the form as annexed hereto as Exhibit 7(d) (the “Agreement of Assumption”) shall have been executed by Parent and delivered each of the agreements Investors, creditors and instruments warrant holders described in Section 1(a) and the Schedules thereto. (e) Xxxxxxx shall have received an executed security agreement from the Parent, substantially in the form as annexed hereto as Exhibit 7(e) (the “Security Agreement”) and from the Subsidiaries, substantially in the form as annexed hereto as Exhibit 7(e)-I (the “Subsidiary Security Agreement”), granting a senior lien to Xxxxxxx on all of the assets of Purchasers, to secure the repayment of the Secured Xxxxxxx Note. (f) Xxxxxxx shall have received an executed guaranty from the Subsidiary Purchasers with respect to the Secured Xxxxxxx Note substantially in the form as annexed hereto as Exhibit 7(f) (the “Guaranty”). (g) Parent shall have obtained the requisite permits for ownership and operation of the Purchased Assets as more fully described in Section 4(e). Additionally, Xxxxxx Xxxxxxxx, the Company’s existing sole Board member, shall, upon satisfaction of certain disclosure requirements that are required to be made pursuant to rules of the Exchange Act, appoint: Xxxxxxx to the Company’s Board of Directors and as Secretary and Treasurer; Lt. General Xxxxxxx Xxxxxxx as President; and Xxxxxxx Pear as Vice President (the “Interim Management”). Simultaneously, Xx. Xxxxxxxx shall resign from the Board. (h) The Consolidated financial statements of the parties hereto for the years ended December 31 2004 and 2005, shall have been completed and the report of independent auditors with respect to such financial statements completed and submitted. (i) the deliveries of all Closing documents required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi); (d) the Seller Purchaser shall have received a certificate from each of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenturemade.

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, satisfaction on or prior to or concurrently with the Closing, Closing Date of each of the following conditions, unless waived in writing by the Seller: (a) The FCC Consent shall have been obtained by one or more FCC Orders. (b) All of the representations and warranties of the Purchasers T-Mobile Parties contained in this Agreement shall be have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date;), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d). (bc) the Purchasers The T-Mobile Parties shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms any of this Agreement on or them prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi);Closing. (d) the The Seller shall have received a certificate from each of the PurchasersT-Mobile Parties, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth specified in paragraphs (aSection 6.2(b) and (bSection 6.2(c) above, have been fulfilled;. (e) No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits 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) The “Closing” as defined in the LB License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement). (h) The Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect deliverables set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSection 2.3(c).

Conditions to the Obligations of the Seller. The obligations obligation of the Seller to consummate the Acquisition Transactions are transactions contemplated by this Agreement is subject to the fulfillment, satisfaction on or prior to or concurrently with the Closing, Closing Date of each of the following conditions, unless waived in writing by the Seller: (a) The FCC Consent shall have been obtained by one or more FCC Orders. (b) All of the representations and warranties of the Purchasers T-Mobile Parties contained in this Agreement shall be have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date;), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d). (bc) the Purchasers The T-Mobile Parties shall have duly performed or and complied in all material respects with all of the agreements, covenants and obligations agreements required by this Agreement to be performed or complied with by the Purchasers under the terms any of this Agreement on or them prior to the Closing Date; (c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them or at the Closing pursuant to Section 3.2(b)(ii) through (vi);Closing. (d) the The Seller shall have received a certificate from each of the PurchasersT-Mobile Parties, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth specified in paragraphs (aSection 6.2(b) and (bSection 6.2(c) above, have been fulfilled;. (e) No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits 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) The “Closing” as defined in the LB First Closing License Purchase Agreement shall have occurred (or shall be occurring simultaneously with the Closing under this Agreement). (h) The Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect deliverables set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSection 2.3(c).

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate effect the Acquisition Transactions are Merger shall be further subject to the fulfillment, satisfaction at or prior to or concurrently with the Closing, Effective Time of the following conditions, any one or more of which may be waived by the Seller: (a) each of the obligations of the Purchaser required to be performed by it at or prior to the Effective Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the Seller shall have received a certificate to the foregoing effect dated the Closing Date and signed by the President and Chief Financial Officer of the Purchaser; (b) the representations and warranties of the Purchasers Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date; (b) the Purchasers shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms date of this Agreement on or prior to the Closing Date; (c) the Purchasers shall have executed and delivered each as of the agreements Effective Time (as though made at and instruments required as of the Effective Time except as to be delivered by them at the Closing pursuant any representation or warranty which specifically relates to Section 3.2(b)(iian earlier date) through (vi); (d) and the Seller shall have received a certificate from each to the foregoing effect dated the Effective Date signed by the President and the Chief Financial Officer of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled; (ec) the Seller shall have received an opinion, dated as of the date hereofEffective Date, of Bakex Xxxtx X.X.P.from Muxxxxx, Xxxxxx & Faxxxxxx, counsel to for the Purchasers, addressed to the Seller Purchaser to the effect set forth that: (i) Purchaser is a corporation duly organized, validly existing and in Exhibit K heretogood standing under the laws of the State of Delaware; (ii) Purchaser has the corporate power and authority to carry on its business as now conducted, to own, lease and operate its properties and to consummate the transactions contemplated by the Agreement; (iii) the Agreement has been duly authorized, executed and delivered by Purchaser and Acquisition Corp. and constitutes the valid and binding obligation of Purchaser and Acquisition Corp; (iv) all corporate acts and other proceedings required to be taken by or on the part of Purchaser and Acquisition Corp. to consummate the transactions contemplated by the Agreement have been properly taken; neither the execution and delivery of the Agreement, nor the consummation of the transactions contemplated hereby and thereby, with and without the giving of notice or the lapse of time, or both, will violate any provision of the Articles of Incorporation or Bylaws of Purchaser; (v) except as disclosed in such opinion, to the knowledge of such counsel there are no actions, suits, proceedings or investigations (public or private) of any nature pending or threatened that challenge the validity or propriety of the transactions contemplated by the Agreement or which seek or threaten to restrain, enjoin or prohibit or to obtain substantial damages in connection with the consummation of such transactions; and (fvi) Andrxxx & Xurtxall regulatory and governmental approvals and consents which are necessary to be obtained by Purchaser and its subsidiaries to permit the execution, X.L.P., counsel to the Seller shall have received an opinion, dated as delivery and performance of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureAgreement have been obtained.

Conditions to the Obligations of the Seller. The obligations of the Seller to consummate effect the Acquisition Transactions are transactions contemplated hereby shall be subject to the fulfillment, at or prior to or concurrently with the ClosingClosing Date, of the following conditions:conditions unless waived by the Seller. (a) the The representations and warranties of the Purchasers Buyer contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if though made on such date;and as of the Closing Date. (b) the Purchasers The Buyer shall have duly performed or complied have, in all material respects respects, performed all covenants and agreements and complied with all of the agreements, covenants and obligations conditions required by this Agreement to be performed or complied with by the Purchasers under the terms of this Agreement on or Buyer prior to or on the Closing Date;. (c) the Purchasers The NCO Merger shall have executed and delivered each been consummated in accordance with the terms of the agreements NCO Merger Agreement; PROVIDED, HOWEVER, that if (i) the NCO Merger Agreement has not been terminated, this condition shall not be applicable if the Buyer delivers to the Seller fifteen (15) days prior written notice that the Buyer is ready, willing and instruments required able to be delivered by them pay the entire Purchase Price in cash at the Closing pursuant accompanied by reasonable documentation demonstrating Buyer's financial ability therefor, or (ii) if the NCO Merger Agreement has been terminated, this condition shall not be applicable if the Buyer is ready, willing and able to Section 3.2(b)(iipay the entire Purchase Price in cash and consummate the Closing before the later of June 30, 1999 or the fifteenth (15th) through (vi);day following the termination of the NCO Merger Agreement, as evidenced by reasonable documentation demonstrating Buyer's financial ability therefor. (d) Unless the Closing is contemporaneous with the NCO Merger, the lenders under Seller's existing credit agreement shall have given their written consent to the sale of the Shares and the Related Assets, if any, pursuant to this Agreement. The Seller shall use commercially reasonable efforts to obtain such consent. If such lenders provide their approval, Seller shall use commercially reasonable efforts to satisfy any obligations or conditions imposed by such lenders without looking to the Buyer for reimbursement or offset, including the payment of all fees required by such lenders. If such lenders withhold their consent or impose obligations or conditions that the Seller cannot reasonably satisfy and this Agreement is terminated prior to the Closing, then Seller shall be obligated to pay to Buyer up to $1,000,000 of Buyer's documented out-of-pocket fees, cost and expenses that Buyer incurs in connection with this transaction so long as (i) Buyer is not in breach or default under this Agreement, (ii) but for such consent Seller is otherwise obligated hereunder to consummate the Closing and (iii) the Buyer is ready willing and able to consummate the Closing hereunder by paying all of the Purchase Price in cash. (e) The Seller shall have received either: (i) the written consent from Petula Associates as lessor, to an assignment to the Buyer and a certificate novation fully releasing the Seller from each its obligations under that certain real property lease including any amendments thereto (the "Petula Lease"), between the Seller and Petula Associates or (ii) on the same terms and conditions as now exist, an assumption or sublease of the PurchasersPetula Lease by the Buyer, dated as without a novation of the Closing DateSeller, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) a form and (b) above, have been fulfilled; (e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel substance reasonably acceptable to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and (f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note IndentureSeller.