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

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Sellers: (a) The representations and warranties of Purchaser contained in this Agreement that are qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specific date, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing shall have been duly performed in all material respects. (c) Purchaser shall have delivered to each of the Sellers a certificate signed by an officer of Purchaser, dated as of the Closing Date, certifying that the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilled. (d) From the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation obligations of the Sellers to consummate the Closing are subject to the satisfaction or waiver by the Sellers on or prior to the Closing Date of the following further conditions: (a) no statute, rule, regulation, executive order, decree, preliminary or permanent injunction or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits the consummation of the transactions contemplated hereby. No action or proceeding shall be pending, or, to the Knowledge of the parties hereto, threatened, against the Companies, Sellers or Buyer or any of their respective affiliates, partners, associates, officers or directors, or any officers or directors of such partners, before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator (i) seeking to prevent or delay the transactions contemplated hereby or challenging any of the terms of provisions of this Agreement or seeking material damages in connection therewith, or (ii) wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would cause any of the transactions contemplated by this Agreement is subject to the satisfaction of the be rescinded following additional conditions, any one or more of which may be waived in writing by the Sellers:consummation; (ab) The the representations and warranties of Purchaser Buyer contained in this Agreement herein that are qualified by Purchaser Material Adverse Effect as to materiality shall be true and correct, and that are not qualified as to materiality shall be true and correct in all respects as of the date hereof and Closing Date with the same effect as though made as of the Closing, as if made anew at Closing Date except (i) for changes specifically permitted by the terms of this Agreement and as (ii) that the accuracy of that time (other than representations and warranties made that by their terms speak as of a specific date, which shall the date of this Agreement or some other date will be true and correct determined as of that such date). The representations ; (c) the obligations, agreements and warranties covenants of each of the Sellers Buyer contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of or complied with on or prior to the Closing Date that are qualified as to materiality shall have been duly performed or complied with, and that are not qualified as to materiality shall have been performed or complied with in all material respects. (c) Purchaser shall have delivered to , in each of the Sellers a certificate signed by an officer of Purchaser, dated case as of the Closing Date, certifying that the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilled.; (d) From the date of this Agreement Buyer shall have delivered to the Company a certificate, dated the Closing DateDate and signed by its Chief Executive Officer, there shall not have occurred Chief Financial Officer or a Purchaser Material Adverse Effect.Senior Vice President, certifying to the effect that each of the conditions specified above in Section 6.2(b) and (c) is satisfied in all respects; and (e) Purchaser shall have executed all actions to be taken by the Buyer in connection with the consummation of the transactions contemplated hereby and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the all certificates, opinions, instruments, and other documents required by Section 1.5(c). (g) Purchaser to effect the transactions contemplated hereby shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held be reasonably satisfactory in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counselSellers.

Conditions to the Obligations of the Sellers. The obligation obligations of the Sellers to consummate effect the transactions contemplated by this Agreement is hereby shall be subject further to the satisfaction fulfillment of the following additional conditions, any one or more of which may be waived in writing by the SellersSellers in their sole and absolute discretion: (a) The All representations and warranties of the Purchaser contained in this Agreement that are qualified by Purchaser Material Adverse Effect shall be true and correct in all material respects as of the date hereof and Closing Date as of the Closing, as if made anew at and as of that time (other than representations and warranties though made as of a specific such date, which shall be true and correct except as of that date)otherwise contemplated by this Agreement. The representations Purchaser shall have performed and warranties of each of the Sellers complied in all material respects with all its covenants and agreements contained in this Agreement that are not qualified required to be performed and complied with by Purchaser Material Adverse Effect it at or prior to the Closing. The Sellers shall be true and correct have received a certificate with respect to the matters set forth in all respects as this Section 8.2(a) signed on behalf of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effectby an authorized officer. (b) Each (i) All documents required to have been delivered by the Purchaser to any of the covenants and agreements of Purchaser to be performed as of Sellers at or prior to the Closing shall have been duly performed in delivered, and (ii) all material respectsactions required to have been taken by the Purchaser at or prior to the Closing shall have been taken. (c) Purchaser The Sellers shall have delivered received a legal opinion of Xxxxxxx, Xxxxxxx & Xxxxx, L.L.P., counsel to each of the Sellers a certificate signed by an officer of Purchaser, dated the Closing Date and in form and substance reasonably satisfactory to the Sellers, as to such matters as shall reasonably be requested by the Sellers. (d) As of the Closing Date, certifying the Sellers shall have received from the Purchaser the following documents: (i) a certificate of existence and good standing of the Purchaser from its state of formation; (ii) a true and complete copy of the resolutions of the Managers of the Purchaser authorizing the execution, delivery and performance of this Agreement, 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 incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement; (iv) the Assignment and Assumption Agreement in respect of the Assumed Liabilities, the Florafax Agreement (executed by the Purchaser), and the Escrow Agreement (executed by the Purchaser and the escrow agent thereunder); and (v) such other documents, opinions and certificates that the conditions specified Seller may have reasonably requested in Sections 6.3(a) and 6.3(b) have been fulfilled. (d) From connection with the date consummation of the transactions contemplated by this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse EffectAgreement. (e) The Purchaser shall have executed paid and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Purchase Price in accordance with Section 1.5(c3.1(a). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate effect the transactions contemplated by this Agreement is shall be subject to the satisfaction fulfillment (or waiver by Xxxxx Xxxxx) at or prior to the Closing of the following additional conditions, any one or more of which may be waived in writing by the Sellers: (a) The representations All agreements, covenants and warranties of Purchaser contained in obligations required by this Agreement that are qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specific date, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correctcomplied with, individually performed or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of fulfilled by Buyers at or prior to the Closing shall have been duly complied with or performed in all material respects. (cb) Purchaser shall have delivered to each All of the Sellers a certificate signed representations and warranties of Buyers contained in this Agreement shall be true and correct in all material respects (other than any such representation or warranty which is qualified by an officer materiality, Material Adverse Effect or the like, which shall be true and correct in all respects) both as of Purchaser, dated the date of this Agreement and as of the Closing Dateas if made at and as of such time, certifying except to the extent that any such representation or warranty expressly states that it is made as of a specified date, in which case such representation or warranty shall continue as of the conditions Closing to be true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or the like, true and correct in all respects) as of such specified date. (c) No action, suit or proceeding by any Governmental Entity shall be pending, and no Seller shall have received any notice of any intention of any Governmental Entity to institute any action, suit or proceeding, which challenges or seeks to restrain or prohibit the purchase and sale of any of the Purchased Assets, the Affiliate-Owned Real Property, the Affiliate-Owned Personal Property or any of the transactions contemplated by this Agreement or seeks to obtain from any Seller any damages in Sections 6.3(a) connection with the purchase and 6.3(b) have been fulfilledsale of the Purchased Assets, the Affiliate-Owned Real Property, or the Affiliate-Owned Personal Property. (d) From the date of this Agreement to the Closing Date, there There shall not have occurred a Purchaser Material Adverse Effectbe in effect any statute, rule, regulations, executive order, decree, temporary restraining order, preliminary injunction, permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Purchased Assets, the Affiliate-Owned Real Property, or the Affiliate-Owned Personal Property. (e) Purchaser shall have executed Any waiting period (and delivered any extension thereof) under the HSR Act which is applicable to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser consummation of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in have expired or been terminated. (f) All other required filings and registrations with, and notifications to, all reasonable respects to each Governmental Entities, if any, required for the consummation of the transactions contemplated by this Agreement shall have been made, and all waivers, approvals, consents, licenses, permits and authorizations of all Governmental Entities, if any, shall have been received and shall be in full force and effect. (g) Sellers and its counselBeneficiaries shall have obtained releases from the personal guarantees and pledged collateral described in Section 5.11 or evidence that such personal guarantees and pledged collateral will be released promptly following the Closing. (h) For purposes of qualifying for exemption from sales or use tax liability in connection with the transaction contemplated by this Agreement, each Buyer, as applicable, shall have: (i) registered with and obtained sales and use tax registration numbers from the Georgia and Alabama Departments of Revenue; (ii) with respect to any Alabama vehicular assets to be acquired hereunder, presented the applicable Seller with a properly completed Alabama Form ST: EX-1 Out-of-State Use Certificate for such vehicular assets; (iii) with respect to Alabama inventory to be acquired hereunder, presented the applicable Seller with a document showing the name, address, and Alabama sales tax account number of such Buyer, identifying the Alabama inventory being acquired and stating that such Buyer is acquiring such inventory for subsequent resale; and (iv) with respect to Georgia inventory to be acquired hereunder, presented the applicable Seller with a fully-executed Georgia Form ST-5 bearing such Buyer’s Georgia Sales Tax Registration Number and checking the “resale” box; provided, however that the applicable Seller shall provide reasonable cooperation, as may be requested by either Buyer, to facilitate Buyer’s compliance with the requirements of (i) through (iv).

Conditions to the Obligations of the Sellers. The obligation obligations of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction fulfillment on or before the Closing Date of the following additional conditions, any one or more all of which may be waived in writing whole or in part by the SellersSellers to the extent permitted by Applicable Law: (aA) The representations and warranties of Purchaser the Buyer contained in this Agreement that are qualified by Purchaser Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made that are qualified as of a specific dateto materiality, which shall be true and correct in all respects) on and as of the Closing Date, except to the extent that any representation or warranty is made as of a specified date). The , in which case such representation or warranty shall be true in all material respects (other than representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect as to materiality, which shall be true and correct in all respects respects) as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified such date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing . The Sellers shall have been duly performed in all material respects. (c) Purchaser shall have delivered to each of the Sellers received a certificate signed by an officer of Purchaser, dated the Buyer certifying as to fulfillment of the Closing Date, certifying that the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilled. (d) From the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c5.3(a). (gB) Purchaser The Buyer shall have obtained from BATF any bond, license performed or other approval from BATF necessary complied in all material respects with all obligations and covenants required by this Agreement to allow transfer be performed or complied with by the Sellers to Purchaser Buyer by the time of the Assets held in bond without incurring any obligation on Closing, and the part Sellers shall have received a certificate signed by an officer of the Sellers Buyer certifying as to pay federal excise Taxes with respect to such transferthe fulfillment of the conditions in this Section 5.3(b). (hC) The form and substance Buyer shall have tendered the Purchase Price. (D) The Buyer shall have made all of all actionsthe deliveries contemplated by Section 1.11. (E) There shall not be in effect any statute, proceedings, instruments and documents required rule or regulation which makes it illegal for the Sellers to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of or any order, decree or judgment which enjoins the Buyer or the Sellers and its counselfrom consummating the transactions contemplated by this Agreement.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate effect the transactions contemplated by this Agreement is hereby shall be further subject to the satisfaction fulfillment at or prior to the Closing Date of the following additional conditions, any one or more of which may be waived in writing by the Sellersthem: (a) The Buyer and AMNEX shall have performed, observed and complied in all material respects with all the obligations and conditions required by this Agreement to be performed, observed or complied with by each of them prior to the Closing Date; (b) the representations and warranties of Purchaser contained Buyer and AMNEX set forth in this Agreement that are qualified by Purchaser Material Adverse Effect shall have been true and correct in all material respects as of the date of this Agreement and shall also be true and correct in all material respects as of the date hereof Closing Date with the same force and effect as though made at and as of the Closing, Closing Date (except as if made anew at and as of that time (other than representations and warranties made as of a specific date, which shall be true and correct as of that dateotherwise contemplated by this Agreement). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing shall have been duly performed in all material respects.; (c) Purchaser The Sellers shall have delivered to each of the Sellers received a certificate signed by from an officer of Purchasereach of Buyer and AMNEX, dated as of the Closing Date, satisfactory in form and substance to the Sellers, certifying that (i) as to the fulfillment of the conditions specified described in Sections 6.3(asubsections 8.1(a) and 6.3(b8.1(b) have hereof, and (ii) that all necessary corporate action to approve this Agreement and the consummation of the transactions contemplated hereby on the part of Buyer and AMNEX has been fulfilled.duly and effectively taken; (d) From no court order shall have been entered which enjoins, restrains or prohibits the date consummation of the transactions contemplated by this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect.Agreement; (e) Purchaser Buyer shall have executed and delivered to entered into the Sellers Lease with Route 34, effective as of the License AgreementClosing Date. (f) Purchaser National and ANEI shall have delivered to Sellers entered into the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bondSide Letter, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser effective as of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transferClosing Date. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement is subject to the satisfaction satisfaction, or waiver by the Seller Representative, of each of the following additional conditions, any one or more conditions as of which may be waived in writing by immediately prior to the SellersClosing: (ai) The Buyer Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (other than the Buyer Fundamental Representations) (in which case as of such earlier date)), and (ii) the other representations and warranties of Purchaser Buyer contained in this Agreement that are qualified by Purchaser Material Adverse Effect Article 6 (each interpreted without giving effect to any limitation or qualification as to materiality or material adverse effect or other terms of similar import or effect) shall be true and correct in all respects as of the date hereof and as of the Closing, Closing Date as if made anew at and as of that time such date (other than representations and warranties made except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of a specific such earlier date)), which shall except in the case of this clause (ii) for any failure of such representations or warranties to be so true and correct as of that date). The representations had not had and warranties of each of the Sellers contained in this Agreement that are would not qualified by Purchaser Material Adverse Effect shall reasonably be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures expected to be true and correcthave, individually or in the aggregateaggregate with all such other failures, do not constitute a Purchaser Material Adverse Effect.material adverse effect on Buyer’s ability to consummate the purchase and sale of the Purchased Securities or any of the other transactions contemplated by this Agreement; (b) Each of the covenants and agreements of Purchaser Buyer to be performed as of or prior to the Closing shall have been duly performed in all material respects.; (c) Purchaser Buyer shall have delivered to the Company and the Seller Representative each of the Sellers following: (i) a certificate signed by an officer in the form of Purchaser, Exhibit E attached hereto dated as of the Closing Date, certifying that Date and signed by a senior officer of Buyer on behalf of Buyer confirming the conditions specified foregoing matters in Sections 6.3(aSection 2.03(a) and 6.3(b) have been fulfilled.Section 2.03(b); (dii) From a copy of each Ancillary Agreement to which Buyer is party, duly executed on behalf of Buyer; (iii) certified copies of (A) the date Organizational Documents of Buyer, and (B) the resolutions or consents of the board of directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which Buyer is party and the consummation of the transactions contemplated hereby and thereby; and (iv) a certificate of good standing (or the equivalent) of Buyer from the jurisdiction in which Buyer is incorporated dated within thirty (30) days of the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Sellers: (a) The representations and warranties of Purchaser contained in this Agreement that are qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specific date, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing shall have been duly performed in all material respects. (c) Purchaser shall have delivered to each of the Sellers a certificate signed by an officer of Purchaser, dated as of the Closing Date, certifying that the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilled. (d) From the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have executed and delivered to the Sellers the License Agreement.. 39 (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement is subject to the satisfaction satisfaction, or (to the extent permitted by applicable Law) waiver by the Seller Representative, of each of the following additional conditions, any one or more of which may be waived in writing by the Sellers: (ai) The representations and warranties of Purchaser contained in this Agreement that are qualified by Purchaser Material Adverse Effect Buyer Fundamental Representations shall be true and correct in all respects as of the date hereof and as of the Closing, Closing Date as if made anew at and as of that time such date (other than representations and warranties made except to the extent any such representation or warranty expressly relates to an earlier date (including “the date hereof”) (in which case as of a specific date, which shall be true and correct as of that such earlier date). The ), and (ii) the representations and warranties of each of the Sellers Buyer contained in this Agreement that are not qualified by Purchaser Material Adverse Effect Article 6 (other than the Buyer Fundamental Representations) (each interpreted without giving effect to any limitation or qualification as to materiality or material adverse effect or other terms of similar import or effect) shall be true and correct in all respects as of the date hereof and as of the Closing, Closing Date as if made anew at and as of that time such date (other than representations and warranties made except to the extent any such representation or warranty expressly relates to an earlier date (including “the date hereof”) (in which case as of a specified such earlier date)), which shall except, in the case of this clause (ii), for any failure of such representations or warranties to be so true and correct as of that date), except where all such failures has not had and would not reasonably be expected to be true and correcthave, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect.material adverse effect on Buyer’s ability to consummate the purchase and sale of the Purchased Securities or any of the other transactions contemplated by this Agreement or perform its obligations hereunder; (b) Each All of the covenants and agreements of Purchaser Buyer to be performed as of or complied with prior to the Closing shall have been duly performed and complied with in all material respects.; (c) Purchaser Buyer shall have delivered to the Seller Representative each of the Sellers following: (i) a certificate signed by an officer in the form of Purchaser, Exhibit C attached hereto dated as of the Closing Date, Date and signed by a senior officer of Buyer on behalf of Buyer (and not in an individual capacity) certifying that the foregoing conditions specified set forth in Sections 6.3(aSection 2.03(a) and 6.3(bSection 2.03(b) have been fulfilled.satisfied; and (dii) From the date a copy of this each Ancillary Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have be executed and delivered at or prior to Closing by Buyer (or its Affiliates), duly executed on behalf of Buyer (or such Affiliates). If the Sellers Closing occurs (including Buyer delivering the License Agreement. (f) Purchaser payments and amounts required in accordance with Section 1.04), all closing conditions set forth in this Section 2.03 which have not been fully satisfied as of the Closing shall be deemed to have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer been waived by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transferSeller Representative. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation of each Seller to effect the Sellers to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (or waiver agreed to in writing by such Seller at or prior to the Closing) of the following additional conditions, any one or more of which may be waived in writing by the Sellers: (a) The Each of the representations and warranties of Purchaser contained set forth in this Agreement that are qualified by Purchaser Material Adverse Effect Article V and in Section 12.4 shall be true and correct in all respects at and as of the date hereof and as of the Closing, as if made anew at and as of that time the Closing Date (other than except for such representations and warranties that are made as of a another specific date, date which shall be required to be true and correct only as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that such date), except where all the failure of such failures representations and warranties to be so true and correctcorrect would not, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect.reasonably be expected to prevent, materially impair, or materially delay the consummation of the Transactions; (b) Each of the The covenants and agreements of Purchaser the Buyer set forth in this Agreement to be performed as of or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects.; and (c) Purchaser Buyer shall have delivered to each Seller a certificate, dated the Closing Date and signed on behalf of Buyer by a duly authorized officer, certifying as to the satisfaction of the Sellers a certificate signed by an officer of Purchaser, dated as of the Closing Date, certifying that the conditions specified precedent set forth in Sections 6.3(aSection 7.3(a) and 6.3(b) have been fulfilledSection 7.3(b). (d) From the date of this Agreement Solely as a condition to the obligation of the Bonaire Sellers to effect a Closing Datein respect of Purchased Shares (if any) contemplated to be sold by them hereunder, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser the Bonaire Regulatory Condition shall have executed and delivered been satisfied. For the avoidance of doubt, this Section 7.3(d) is not a condition to the Sellers obligations of any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil to effect the License AgreementClosing. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the such Sellers: (a) The consents and approvals identified on Schedule 8.2(a) shall have been duly made, given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of Purchaser the Buyer Parties contained in this Agreement (i) that are not qualified by Purchaser as to “materiality” or “Material Adverse Effect Effect” shall be true and correct in all material respects and (ii) that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct, in both instances as of the date hereof of this Agreement and as of the Closing, as if made anew at and as of that time (other than such representations and warranties made that expressly address matters only as of a specific certain date, which shall need only be true and correct as of that such certain date). ; (c) The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect Buyer Parties shall be true and correct have performed or complied in all material respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where with all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser required by this Agreement to be performed as of or prior to complied with by the Closing shall have been duly performed in all material respects.Buyer Parties on or before the Closing; (cd) Purchaser The Buyer Parties shall have delivered to each of the Sellers a certificate signed by an officer of Purchasercertificate, dated as of the Closing Date, certifying that the conditions specified in Sections 6.3(a8.2(b) and 6.3(b8.2(c) have been fulfilled. (d) From the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect.; (e) Purchaser There shall have executed and delivered to not be in force any Legal Requirement restraining or prohibiting the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser consummation of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.Agreement;

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate sell and assign the transactions contemplated by this Agreement Company Interests to Purchasers hereunder is subject to the satisfaction or waiver by AMC as of the Closings of the following additional further conditions, any one or more of which may be waived in writing by the Sellers: (a) The representations and warranties (i) each of the Purchaser contained in this Agreement that are qualified by Purchaser Material Adverse Effect Fundamental Representations shall be true and correct in all respects respects, both as of the date hereof of this Agreement and as of the ClosingClosing Date, with the same effect as if made anew at and as of that time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (ii) each of the other representations and warranties of Purchasers contained in Article V of this Agreement shall be true and correct as of the Closings with the same force and effect as if made as of the Closings (other than representations and warranties made expressly as of a specific another date, which shall be true and correct as of that datethe date made). The , except in the case of clause (ii) for the failure of such representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall to be true and correct as of that such date), except where all such failures as have not had, and would not reasonably be expected to be true and correcthave, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect.; provided, however, that, to the extent such representations and warranties are expressly qualified by materiality, “Purchaser Material Adverse Effect” or similar qualifiers, such qualifiers shall be disregarded for purposes of determining whether this Section 9.3(a) has been satisfied; (b) Each of the Purchasers shall have performed in all material respects with all material agreements and covenants and agreements of Purchaser required by this Agreement to be performed as of by Purchasers at or prior to the Closing shall have been duly performed in all material respects.time of the Closings; (c) Purchaser Purchasers shall have delivered to each of the Sellers a AMC an officer’s certificate signed by an officer of Purchaser, dated as of the Closing Date, certifying to the effect that the conditions specified set forth in Sections 6.3(aSection 9.3(a) and 6.3(bSection 9.3(b) have been fulfilled.satisfied; and (d) From the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Each Purchaser shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to AMC and/or its applicable Affiliate each of the Sellers and its counselTransaction Documents to which such Purchaser is contemplated to be a party at the Closings.

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction fulfillment, on or prior to the Closing Date, of each of the following additional conditions, conditions (any one or more all of which may be waived in writing by the Sellers:’ Representative in whole or in part in its sole discretion): (a) The representations and warranties of the Purchaser contained in this Agreement Article V that are (i) qualified by Purchaser as to materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specific date, which ii) not so qualified shall be true and correct in all material respects, as of that date). The the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties of each of the Sellers contained expressly relate to an earlier date (in this Agreement that are not which case such representations and warranties qualified by Purchaser as to materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof respects, and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which those not so qualified shall be true and correct in all material respects, on and as of that such earlier date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect.; (b) Each of the The Purchaser shall have performed and complied in all material respects with all covenants and agreements of Purchaser required in this Agreement to be performed as of or complied with by them prior to the Closing shall have been duly performed in all material respects.Date; (c) Purchaser There shall have delivered to each not be issued, enacted or adopted by any Governmental Entity of the Sellers a certificate signed competent jurisdiction any statute, regulation, enactment, order or Legal Action (whether temporary, preliminary or permanent) that prohibits or renders illegal or imposes limitations on any material transaction contemplated by an officer of Purchaser, dated as of the Closing Date, certifying that the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilledthis Agreement. (d) From No Legal Action by any Governmental Entity of competent jurisdiction shall be pending (i) for the date purpose or with the probable effect of this Agreement to enjoining or preventing the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF consummation of any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement or (ii) seeking any antitrust restraint; (e) The Purchaser shall be have, or caused to have, delivered to the Sellers’ Representative or the parties as specified in this Agreement all of the following documents, certificates and other information: (i) a certificate signed by the Chief Executive Officer of the Purchaser, in a form and substance reasonably satisfactory in all reasonable respects to the Sellers’ Representative, dated the Closing Date, to the effect that each of the Sellers conditions specified above in Sections 7.2(a)-(d) have been satisfied in all respects; (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of the Purchaser authorized to sign this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (iii) the Subordination Agreements, duly executed and delivered by the Lenders and the Purchaser; (iv) the Non-Competition and Non-Solicitation Agreements; (v) the Subscription Agreements; and (vi) the payments required to be made pursuant to Section 1.3. (f) The Purchaser shall have instructed its counsel.transfer agent to create a reserve of shares in the amount equal to the Share Consideration, which shall be issued to each Seller in the amounts set forth on Exhibit C.

Conditions to the Obligations of the Sellers. The obligation obligations of the Sellers each Seller to consummate the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following additional conditions, any one or more of which may be waived in writing by the SellersSellers holding a majority of the Shares: (a) The representations and warranties of Purchaser the Buyer contained in this Agreement that are qualified by Purchaser Material Adverse Effect herein, taken as a whole, shall be true and correct in all material respects as of the date hereof at and as of the Closing, Closing Date as if though such representations and warranties were made anew at and as of that time (other than representations and warranties made as of a specific such date, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the The Buyer shall have performed and complied in all material respects with all agreements, obligations, covenants and agreements of Purchaser conditions required by this Agreement to be performed as of or complied with by it on or prior to the Closing shall have been duly performed in all material respectsDate. (c) Purchaser No statute, rule, regulation, executive order, decree, preliminary or permanent injunction or restraining order shall have delivered to each been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or restricts the consummation of the Sellers a certificate signed transactions contemplated hereby. No action or proceeding by an officer any Governmental Entity shall have been commenced (and be pending) against the Sellers, the Companies or any of Purchasertheir respective Affiliates, dated as associates, officers or directors seeking to prevent or delay the transactions contemplated hereby or challenging any of the Closing Date, certifying that the conditions specified terms or provisions of this Agreement or seeking material damages in Sections 6.3(a) and 6.3(b) have been fulfilledconnection therewith. (d) From All consents and approvals of Governmental Entities (including, without limitation, consents under the date HSR Act or termination or expiration of this Agreement to the Closing Dateapplicable waiting period thereunder) or third parties necessary for consummation by the Sellers and/or AIG of the transactions contemplated hereby shall have been obtained, there shall other than those which, if not obtained, would not have occurred a Purchaser Material Adverse Effectmaterial adverse effect on the business, operations, assets, liabilities or condition (financial or otherwise) of AIG. (e) Purchaser The Buyer shall have executed and delivered to furnished the Sellers with such certificates of its officers and others to evidence its compliance with the License Agreementconditions set forth in Section 6.01(a)-(d) as may be reasonably requested by the Sellers. (f) Purchaser The Buyer, the Sellers' Agent, the Sellers and the Escrow Agent shall have delivered to Sellers entered into the documents required by Section 1.5(c).Escrow Agreement, in substantially the form attached hereto as EXHIBIT E. (g) Purchaser AIG, the Sellers' Agent and the Sellers shall have obtained from BATF any bondentered into the Royalty Agreement, license or other approval from BATF necessary to allow transfer by in substantially the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.attached hereto as EXHIBIT F.

Conditions to the Obligations of the Sellers. The obligation obligations of the Sellers to consummate the transactions contemplated by this Agreement is are subject to the satisfaction of the following additional conditions, any one conditions at or more of which may be waived in writing by prior to the SellersClosing: (a) (i) The representations and warranties of Purchaser contained made in this Agreement Article VII that are qualified by Purchaser Material Adverse Effect subject to materiality qualifications shall be true and correct in all respects as of the date hereof of this Agreement and as of the Closing, as if made anew at and as of that time Closing Date (other than any such representations and warranties made which by their terms address matters only as of a specific dateanother specified time, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects only as of such time), except for changes contemplated by this Agreement; (ii) the representations and warranties contained in Article VII that are not subject to materiality qualifications shall be true and correct in all material respects at as of the date hereof of this Agreement and as of the Closing, as if made anew at and as of that time Closing Date (other than representations and warranties made which by their terms address matters only as of a another specified datetime, which shall be true and correct in all material respects only as of that datesuch time), except where for changes contemplated by this Agreement; and (iii) the Buyers shall have performed in all such failures material respects all the covenants and agreements required to be true and correct, individually or in performed by the aggregate, do not constitute a Purchaser Material Adverse Effect.Buyers hereunder prior to the Closing; (b) Each of The Escrow Agent and the covenants Buyers shall have each executed and agreements of Purchaser to be performed as of or prior delivered signatures to the Closing shall have been duly performed in all material respects.Escrow Agreement to the Sellers; (c) Purchaser The Buyers shall have executed and delivered signatures to each of the Non-Competition and Non-Solicitation Agreements to the Sellers; (d) Kadant US shall have executed and delivered signatures to the Patent Assignment Agreement to IPCo; (e) Kadant Parent shall have executed and delivered signatures to the Transition Services Agreement to the Sellers; (f) The Buyers shall deliver to the Sellers a certificate signed by an officer of Purchaserthe Buyers, dated as of the Closing Date, certifying stating that the conditions specified in Sections 6.3(a) and 6.3(bSection 3.3(a) have been fulfilled. (d) From satisfied as of the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect. (e) Purchaser shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c).Closing; (g) Purchaser NI shall have obtained from BATF any bondbeen released as a guarantor of NML’s obligations to Bank of America, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer.N.A.; and (h) The form and substance of Buyers shall have delivered to the Sellers all actions, proceedings, instruments and documents required deliveries provided to consummate the transactions contemplated be delivered by this Agreement shall be satisfactory in all reasonable respects to each of them at the Sellers and its counselClosing pursuant to Section 2.2(b).

Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate proceed with the transactions Closing contemplated by this Agreement hereby is subject to the satisfaction on or prior to the Closing Date all of the following additional conditions, any one or more of which may be waived in writing writing, in whole or in part, by either of the Sellers: (a) The representations and warranties of Purchaser contained the Purchasers set forth in (i) this Agreement that are qualified by Purchaser (other than the representations and warranties in Sections 4.1, 4.2 and 4.4) shall be true and correct (without giving effect to any materiality standard or SHLX Material Adverse Effect qualification) as of the date of this Agreement and on the Closing Date as if made on such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct (without giving effect to any materiality standard or SHLX Material Adverse Effect qualification) as of such specified date, except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a SHLX Material Adverse Effect and (ii) Sections 4.1, 4.2 and 4.4 shall be true and correct in all respects as of the date hereof of this Agreement and on the Closing Date as if made on such date. The Purchasers shall each have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Purchaser, as the case may be, by the time of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specific date, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect. (b) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing shall have been duly performed in all material respects. (c) Purchaser SHLX shall have delivered to each of the Sellers a certificate signed by an officer of Purchasercertificate, dated as of the Closing DateDate and signed by an authorized officer of the General Partner confirming the foregoing matters set forth in this Section 7.2(a) (the “SHLX Closing Certificate”). (b) All necessary filings with and consents, certifying that approvals, licenses, permits, orders and authorizations of any Governmental Authority required for the conditions specified consummation of the transactions contemplated in Sections 6.3(athis Agreement (including any required by the HSR Act, if applicable) and 6.3(b) shall have been fulfilledmade and obtained, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated. (c) All necessary consents of any Person not a party hereto, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained. (d) From No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated hereby or to recover damages in connection herewith. (e) Since the date of this Agreement to the Closing DateAgreement, there shall not have occurred a Purchaser SHLX Material Adverse Effect. (ef) Purchaser The Purchasers shall have executed and delivered delivered, or caused to be delivered, to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser all of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form documents, certificates and substance of all actions, proceedings, other instruments and documents required to consummate be delivered under, and otherwise complied with, the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each applicable provisions of the Sellers and its counselSection 2.3.

Conditions to the Obligations of the Sellers. The obligation of -------------------------------------------- the Sellers to consummate the transactions Transaction contemplated by this Agreement is subject to occur at the Closing shall be further conditioned upon the satisfaction or fulfillment, at or prior to the satisfaction Closing, of the following additional conditions, any one or more of which may be unless waived in writing by the Sellers: (a1) The representations and warranties of Purchaser the Company contained in this Agreement that are qualified by Purchaser Material Adverse Effect herein shall be true and correct in all material respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than except for representations and warranties made that are qualified as of a specific dateto materiality, which shall be true and correct as of that datecorrect). The representations , in each case when made and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof at and as of the Closing, as if made anew at and as of that time Closing (other than except for representations and warranties made as of a specified date, which shall be true and correct as of that such date)) with the same force and effect as though made at and as of such time, except where all such failures for inaccuracies in respect of the representations and warranties set forth in Section 5.3 (disregarding any qualifications as to be true and correct, individually or materiality contained therein) that in the aggregate, do aggregate would not constitute be reasonably expected to have a Purchaser Material Adverse EffectEffect on the Company or its ability to perform its obligations under this Agreement or to materially adversely affect the Transaction. (b2) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing The Company shall have been duly performed in all material respectsrespects all agreements contained herein required to be performed by it at or before the Closing. (c3) Purchaser An officer of the Company shall have delivered to each of the Sellers a certificate signed by an officer of Purchasercertificate, dated as of the Closing Date, certifying that as to the Company the fulfillment of the conditions specified set forth in Sections 6.3(aparagraphs (1) and 6.3(b(2) have been fulfilledabove as to the Company. (d4) From The Company shall have furnished the date Sellers with opinions of this Agreement to counsel, each dated the Closing Date, there shall not have occurred customary for a Purchaser Material Adverse Effecttransaction of this nature and, reasonably satisfactory to the Sellers and their counsel. (e5) Purchaser All limited liability company and other proceedings of the Company in connection with the License Transfer, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to the Sellers, and the Company shall have executed and delivered to the Sellers the License Agreement. (f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c). (g) Purchaser shall have obtained from BATF any bondsuch receipts, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held documents, instruments and certificates, in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer. (h) The form and substance of all actionsreasonably satisfactory to the Sellers, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of which the Sellers and its counselshall have reasonably requested.