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

Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company) of the following conditions as of the Closing Date: (a) All representations and warranties contained in Article IV of this Agreement and in the Transaction Documents shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date). (b) Purchaser shall have performed and complied with, in all material respects, all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (c) No Law shall be in effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded. (d) Purchaser shall have delivered to the Seller a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, duly executed and delivered by the parties thereto. (ii) The Billing Agreement, duly executed and delivered by the parties thereto. (iii) The O&M Agreement, duly executed and delivered by the parties thereto. (iv) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or, if permitted by applicable Law, or waiver by the CompanySeller in writing) of the following conditions as of the Closing Date: (a) All Each of the representations and warranties contained set forth in Article IV of this Agreement and in the Transaction Documents shall V will be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at and as time of the Closing Date (as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to the extent expressly made as of an earlier a specific prior date, in which case only as of such date).; (b) Purchaser shall The Buyer will have performed and complied with, in all material respects, respects with all of the covenants and agreements required to be performed by it the Buyer under this Agreement at or prior to the Closing.; (c) No Law There shall be in effect and no Order shall have been enteredjudgment, in each casedecree, injunction or order, which would prevent the performance of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or prohibits the consummation of any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded.; (d) Purchaser All applicable waiting periods under the HSR Act , if any, shall have expired or been terminated; (e) On or prior to the Closing Date, the Buyer will have delivered to the Seller a certificate all of an authorized officer of Purchaser in his or her capacity as suchthe following: (1) A certificate, dated as of not earlier than the tenth (10th) business day prior to the Closing Date, stating of the Secretary of State of the Commonwealth of Pennsylvania to the effect that the Buyer is validly existing or has comparable active status in such state; (2) A certificate of an executive officer of the Buyer certifying that each of the conditions specified set forth in Sections 5.02(a1.6(a) and 5.02(b1.6(b) have has been satisfied, and evidencing satisfied as of the authorization time of Purchaser to enter into the Transaction Documents.Closing; and (e3) Seller A certificate of the Secretary or Assistant Secretary of the Buyer certifying as to the resolutions of the board of directors of Buyer and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, duly executed and delivered by incumbency of the parties thereto. (ii) The Billing Agreement, duly executed and delivered by officers of the parties thereto. (iii) The O&M Agreement, duly executed and delivered by the parties thereto. (iv) The Guaranty, duly executed and delivered by the parties theretoBuyer executing this Agreement or any Transaction Document. (f) Purchaser The Buyer shall simultaneously transfer have paid to the Closing Consideration Seller the Estimated Purchase Price in accordance with Section 1.2; and (g) Xxxxxxxxxx & Xxxxxx, LLP, counsel to Seller. If the Closing occursBuyer, all closing conditions set forth shall have delivered its opinion to the Seller in this Section 5.02 which have not been fully satisfied as of form and substance reasonably acceptable to the Closing shall be deemed to have been waived by the SellerSeller and its counsel.

Conditions to the Seller’s Obligations. The Seller's obligation to make the deliveries required of the Seller at the Closing Date shall be subject to consummate the satisfaction or waiver by the Seller of each of the following conditions. 4.1.1 All of the representations and warranties of the Buyer contained herein shall continue to be true and correct at the Closing in all material respects, all covenants and obligations to be performed by the Buyer prior to the Closing shall have been performed in all material respects, and the Buyer shall have certified the foregoing to the Seller in writing. 4.1.2 The Buyer shall have executed and delivered to the Seller the Assignment Agreement and each other document reasonably requested by the Seller pursuant to Section 1.3. 4.1.3 The Seller shall have received the Purchase Price, the Cure Amounts and the Security Deposits in immediately available funds. 4.1.4 The Buyer shall have delivered to the Seller appropriate evidence of all necessary corporate action by the Buyer in connection with the transactions contemplated hereby, including, without limitation: (i) certified copies of resolutions duly adopted by the Buyer's directors approving the transactions contemplated by this Agreement is subject and authorizing the execution, delivery, and performance by the Buyer of this Agreement; and (ii) a certificate as to the satisfaction (or, if permitted by applicable Law, waiver by the Company) incumbency of officers of the following conditions as of the Closing Date: (a) All representations and warranties contained in Article IV of Buyer executing this Agreement and any instrument or other document delivered in the Transaction Documents shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date). (b) Purchaser shall have performed and complied with, in all material respects, all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (c) No Law shall be in effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful connection with the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded. (d) Purchaser 4.1.5 No order enjoining or restraining the Closing shall have delivered been issued by a court of competent jurisdiction. 4.1.6 The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 7.2.1 below and the Approval Order, both of which shall be on terms and conditions reasonably acceptable to the Seller a certificate of an authorized officer of Purchaser in his or her capacity as suchSeller, dated and the Approval Order shall not have been stayed as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, duly executed and delivered by the parties thereto. (ii) The Billing Agreement, duly executed and delivered by the parties thereto. (iii) The O&M Agreement, duly executed and delivered by the parties thereto. (iv) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company) of the following conditions as of the Closing Date: (a) All representations and warranties contained in Article IV of this Agreement and in the Transaction Documents shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date). (b) Purchaser shall have performed and complied with, in all material respects, all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing. (c) No Law shall be in effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Agreement or Transaction Document or the Amended CogenOne Billing Agreement Documents or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document Agreement or the Amended CogenOne Billing Agreement Transaction Documents or cause such transactions to be rescinded. (d) Purchaser shall have delivered to the Seller a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, duly executed and delivered by the parties thereto. (ii) The Billing O&M Agreement, duly executed and delivered by the parties thereto. (iii) The O&M Agreement, duly executed and delivered by the parties thereto. (iv) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (or, if permitted by applicable Law, or waiver by the Company) of the following conditions as of the Closing Date: (a) All The representations and warranties contained set forth in (i) Article IV (other than those referred to in clauses (ii) and (iii) below) shall be true as of this Agreement and the Closing Date as though then made (disregarding all qualifications or limitations as to “materiality” or “Buyer Material Adverse Effect”), (ii) Article IV that address matters as of particular dates shall be true as of such dates (disregarding all qualifications or limitations as to “materiality” or “Buyer Material Adverse Effect”), except, in the Transaction Documents case of each of clause (i) and (ii), where the failures of such representations and warranties to be true do not, individually or in the aggregate, constitute a Buyer Material Adverse Effect and (iii) Section 4.01 (Organization, Standing and Power), Section 4.02 (Authority; Execution and Delivery; Enforceability), and Section 4.05 (Brokerage) shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at and as of on the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date).Date; (b) Purchaser Buyer shall have performed and complied with, in all material respects, respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing.; (c) No Law shall be in effect and no Order Seller shall have been entered, in each case, which would prevent the performance obtained all Consents of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful Governmental Bodies and other third parties required with respect to the transactions contemplated by this Agreement, any Transaction Document including all Consents of Governmental Bodies and other third parties listed in Section 3.03 of the Disclosure Schedules and approval of transfers of all Permits related to the Company Assets if not already in the name of a Company or the Amended CogenOne Billing Agreement Companies, as applicable, and all conditions relating to such Consents of Governmental Bodies or cause such transactions other third parties shall have been satisfied by Buyer in all respects, subject, however, to be rescinded.Sections 5.04(b), 5.04(c) and 5.07; (d) Purchaser Seller shall have received all applicable mortgage, deed of trust and UCC Lien releases required by the credit facilities described in Section 2.03(d) of the Disclosure Schedules, or shall have received evidence or other written confirmation reasonably satisfactory to Seller that such mortgage, deed of trust and UCC Lien releases have been properly executed and are being held in escrow pending confirmation of Closing; (e) Buyer shall have delivered to Seller evidence or other written confirmation satisfactory to Seller in all respects that all applicable Governmental Bodies have received on the Closing Date Buyer’s Replacement Bonds and all such Replacement Bonds are sufficient in form and amount for the full release of all applicable Company Bonds; (f) Seller shall have assigned, or caused to be assigned, to a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as Company all of the Closing Date, stating that Coal Sales Agreements or Seller shall have delivered to Buyer the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfiedNew Coal Sales Agreement, and evidencing the authorization of Purchaser Buyer shall have delivered, or caused to enter into the Transaction Documents.be delivered to Seller, a properly executed counterpart thereof pursuant to Section 5.04(c); (eg) Buyer shall have obtained the release of all obligations of Seller and Guarantor its Affiliates (other than the Companies) under the Substituted Guarantees; and (h) Buyer shall have received delivered to Seller or caused to be delivered to Seller all appropriate documents or instruments necessary to consummate the followingtransactions contemplated in this Agreement, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, duly its counsel and executed and delivered by the parties theretoBuyer. (ii) The Billing Agreement, duly executed and delivered by the parties thereto. (iii) The O&M Agreement, duly executed and delivered by the parties thereto. (iv) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Seller Sellers to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (or, if permitted by applicable Law, waiver by fulfillment at or prior to the Company) Closing of each of the following conditions as of the Closing Dateconditions: (a) All 7.3.1 The representations and warranties contained of the Purchaser set forth in Article IV of this Agreement and in the Transaction Documents V shall be true and correct in all material respects (without giving effect to any limitation other than representations and warranties which are qualified as to “materiality” set forth therein, which representations and warranties shall be true in all respects) at on the date hereof and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case shall be measured only as of such specified date). (b) 7.3.2 The Purchaser shall have performed and complied with, in all material respects, respects each obligation and agreement and shall have complied in all the covenants and agreements required material respects with each covenant to be performed and complied with by it under this Agreement the Transaction Agreements at or prior to the Closing. (c) No Law shall be 7.3.3 All authorizations or approvals or other action required in effect connection with the execution, delivery and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or Agreement by the Amended CogenOne Billing Agreement or Purchaser and the consummation of any by the Purchaser of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to and thereby shall have been obtained and shall be rescindedin full force and effect. (d) 7.3.4 Prior to or at the Closing, Purchaser shall have delivered to such other closing documents as shall be reasonably requested by the Seller a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each Sellers in form and substance satisfactory acceptable to Seller and Guarantorthe Sellers' counsel (which acceptance shall not be unreasonably withheld), including the following: (i) The Amended CogenOne Billing Agreementa certificate of the President or a Vice President of the Purchaser, duly executed dated the Closing Date, to the effect that (1) the person signing such certificate is familiar with this Agreement and delivered by (2) to the parties thereto.best of such person's knowledge, the conditions specified in Section 7.3.1 and 7.3.2 have been satisfied; (ii) The Billing Agreementa certificate of the Secretary or Assistant Secretary of the Purchaser, duly executed dated the Closing Date, as to the incumbency of any officer of the Purchaser executing this Agreement or any document related hereto and delivered by covering such other matters as the parties thereto.Sellers may reasonably request; (iii) The O&M Agreementa certified copy of (1) the Certificate of Incorporation and by-laws of the Purchaser and all amendments thereto and (2) the resolutions of the Purchaser's Board of Directors (or Executive Committee thereof) authorizing the execution, duly executed delivery and delivered by consummation of this Agreement and the parties thereto.transactions contemplated hereby and thereby; (iv) The Guarantyan opinion of Lowexxxxxx Xxxxxxx XX, duly executed counsel to the Purchaser, dated the Closing Date, and delivered substantially in the form and substance of the letter annexed hereto as Appendix 7.3.3 (provided that such firm may rely on other attorneys with respect to issues of local law if such attorneys are reasonably acceptable to the Sellers, the firm of Lowexxxxxx Xxxxxxx XX advises the Sellers that it is reasonable to rely on such attorneys and such attorneys' opinion is furnished directly to the Sellers), and (v) such other documents or instruments as the Sellers reasonably request to effect the transactions contemplated hereby. 7.3.5 During the period from June 30,1998 through the Closing Date, there shall not have been any Material Adverse Change affecting the Purchaser, other than events publicly disclosed by the parties thereto. Purchaser prior to the date hereof. The Sellers shall have received a certificate (f) executed by the President or any Vice President of the Purchaser shall simultaneously transfer to such officer's best knowledge), dated the Closing Consideration Date, to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.foregoing effect

Conditions to the Seller’s Obligations. The obligation of the each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, or waiver by the Company) of the following conditions as of the Closing Date: (a) All each Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing; (b) the representations and warranties of each Purchaser contained in Article IV of this Agreement and in the Transaction Documents shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date such time (except to the extent expressly made as of an earlier date, in that those representations and warranties which case address matters only as of a particular date shall be true and correct as of such particular date). (b) Purchaser shall have performed , except where the failure of such representations and complied with, warranties in all material respects, all the covenants and agreements required aggregate to be performed by it under this Agreement at or prior so true and correct has not had, and would not reasonably be expected to the Closing. (c) No Law shall be in result in, a material adverse effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful on such Purchaser’s ability to consummate the transactions contemplated by this Agreement, any Transaction Document or ; (c) each Seller shall have received a certificate signed by an executive officer of each Purchaser confirming the Amended CogenOne Billing Agreement or cause matters set forth in Section 2.3(a) and Section 2.3(b) with respect to such transactions to be rescinded.Purchaser; (d) each Purchaser shall have delivered to the each Seller a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as each of the Closing Date, stating that following (in addition to the conditions specified funds identified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor:Section 1.2 hereof): (i) The Amended CogenOne Billing certified copies of the charter and bylaws (or equivalent organizational documents) and a certificate of good standing from the jurisdiction of organization of such Purchaser, each as of a recent date; (ii) a copy of the Escrow Agreement, duly executed and delivered by each of the Purchasers; (iii) to the Notary (with a copy to Hill N.V.) a power of attorney duly executed on behalf of the UK Purchaser and, to the extent required by the parties thereto.Notary, legalized and apostilled, in each case authorizing and instructing their respective representatives / the Notary to attend to and execute the Deed of Transfer; (iiiv) The Billing certified copies of the resolutions duly adopted by such Purchaser’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement; (v) a copy of the Transition Services Agreement, duly executed and delivered by the parties thereto.US Purchaser, and the UK Purchaser; and (iiivi) The O&M a copy of the Employee Services Agreement, duly executed and delivered by the parties theretoUS Purchaser and the UK Purchaser. (iv) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (or, if permitted by applicable Law, waiver by fulfillment at or prior to the Company) Closing of each of the following conditions as of the Closing Dateconditions: (a) All representations and warranties contained made by the Purchaser in Article IV of this Agreement and in the Transaction Documents shall be true true, correct and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at complete on the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except Date, and the Purchaser shall have duly performed or complied with all of the covenants, obligations and conditions to be performed or complied with by it under the extent expressly made as terms of an earlier date, in which case only as of such date)this Agreement on or prior to or at the Closing. (b) Purchaser There shall have performed and complied withbeen no (i) Purchaser Material Adverse Change, or any development which could reasonably be expected to result in all a prospective Purchaser Material Adverse Change, or (ii) material respectsdamage, all the covenants and agreements required to be performed by it under this Agreement at destruction or prior loss to the ClosingPurchaser's assets, regardless of insurance coverage. (c) No Law shall be All authorizations or approvals or other action required in effect connection with the execution, delivery and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or Agreement by the Amended CogenOne Billing Agreement or Purchaser and the consummation of any by the Purchaser of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to and thereby shall have been obtained and shall be rescindedin full force and effect. (d) Prior to or at the Closing, the Purchaser shall have delivered to the Seller a certificate of an authorized officer of Purchaser in his or her capacity such closing documents as such, dated as of shall be reasonably requested by the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory reasonably acceptable to Seller and Guarantorits counsel, including the following: (i) The Amended CogenOne Billing Agreementa certificate of the Chairman of the Board and Chief Executive Officer of the Purchaser, duly executed dated the Closing Date, to the effect that (1) the Person signing such certificate is familiar with this Agreement and delivered by (2) the parties thereto.conditions specified in Section 6.3(a) and (b) have been satisfied; (ii) The Billing Agreementa certificate of the Secretary or Assistant Secretary of the Purchaser, duly executed dated the Closing Date, as to the incumbency of any officer of the Purchaser executing this Agreement or any document related thereto and delivered by covering such other matters as the parties thereto.Seller may reasonably request; (iii) The O&M Agreementa certified copy of (1) the Amended and Restated Certificate and by-laws of the Purchaser and all amendments thereto and (2) the resolutions of the Board of Directors (or any committee thereof) of the Purchaser authorizing the execution, duly executed delivery and delivered by consummation of this Agreement and the parties thereto.transactions contemplated hereby and thereby; (iv) The Guarantythe shares of Purchaser Common Stock, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions as set forth in this Section 5.02 which have not been fully satisfied 2.2; and (v) such other documents or instruments as of the Closing shall be deemed Seller reasonably request to have been waived by effect the Sellertransactions contemplated hereby.

Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the transactions contemplated by this Agreement Acquisition is subject to the satisfaction (or, if permitted by applicable Law, waiver by at the Company) time of the Closing of the following conditions as (any or all of the Closing Date:which may be waived by Seller in its sole discretion): (a) All Upon Seller's satisfaction of the closing conditions set forth in Section 3.2 (or express waiver therefrom by Purchaser), Purchaser shall pay to the Seller or Escrow Agent, as the case may be (i) the Cash Payment due on the Closing Date in accordance with Section 2.2 above, (ii) the Escrow Deposit for Termination (to be released to Seller in accordance with the terms of the Escrow Deposit Agreement for Termination), (iii) the Inventory Purchase Price, (iv) the Pre-Paid Deposits, and (v) the Earn-Out Payments. (b) The representations and warranties contained of Purchaser made in Article IV of this Agreement and in each other agreement to be delivered in connection with the Transaction Documents Acquisition shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at of the date of this Agreement and as of the time of Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date). (b) time and Purchaser shall have performed and complied with, in all material respects, all the covenants respects each and agreements every covenant contained in this Agreement required to be performed by it under this Agreement at or prior to Purchaser by the time of the Closing. (c) No Law shall be in effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded. (d) Purchaser shall have delivered to the Seller a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, a duly executed Assignment and delivered by the parties thereto.Assumption Agreement; (ii) The Billing Agreement, a duly executed and delivered by the parties thereto.Employment Agreement of Solomon; (iii) The O&M Agreementa certificate dated the Closing Date and signed by an executive officer of the Purchaser confirming the matters set forth in Section 3.3(b) above, duly executed and delivered by in the parties thereto.form of Exhibit F attached hereto; (iv) The Guaranty(A) a certificate of the Purchaser's corporate secretary or assistant secretary as to the Purchaser's Certificate of Incorporation and By-laws and all amendments to date as being in full force and effect, with true, correct and complete copies of such resolutions, Certificates of Incorporation and By-laws attached thereto, (B) a certificate of subsistence and/or good standing of the Purchaser dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware, and (C) certified copies of resolutions duly adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and of each of the other agreements contemplated hereby to which the Purchaser is a party; (v) a duly executed indemnity letter issued by Purchaser's lender, in favor of GMAC Commercial Credit LLC ("GMAC") substantially in the form of Exhibit M attached hereto, securing only those letters of credit relating to Spring, Summer and delivered by the parties thereto.Fall 2002 seasons Inventory, including work in process; and (fvi) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Sellera duly executed Interim Lease and Xxxxxx City Lease.

Conditions to the Seller’s Obligations. The obligation of the each Seller to consummate the transactions contemplated by this Agreement is set forth in ARTICLE II shall be further subject to the satisfaction (or, if to the extent permitted by applicable Law, waiver the waiver, on or prior to the Closing Date by the Company) Sellers' Representative on behalf of Sellers, of each of the following conditions as of the Closing Dateconditions: (a) All The representations and warranties of Buyer contained in Article IV ARTICLE V of this Agreement and in the Transaction Documents shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though if made at such time (or, to the extent such representations and warranties speak as of a specified date, (including references in ARTICLE V to "the date of this Agreement" or words of similar import, they need only be true and correct in all respects as of such specified date) interpreted without giving effect to the words "materially" or "material" or to any qualifications based on such terms or based on the defined term "Buyer Material Adverse Effect," except where the failure of all such representations and warranties to be true and correct does not and would not reasonably be expected to have, in the aggregate, a Buyer Material Adverse Effect. Without limiting the foregoing, the representations and warranties contained in the first sentence of Section 5.1 and in Section 5.2 and Section 5.4 shall be true and correct in all respects as of the Closing Date (except or, to the extent expressly made such representations and warranties speak as of an earlier date, they shall be true and correct in which case only all respects as of such earlier date).; (b) Purchaser Buyer shall have performed and performed, or complied with, in all material respects, all the respects its agreements and covenants and agreements contained in or contemplated by this Agreement that are required to be performed by it under this Agreement at or prior to the Closing.Closing Date pursuant to the terms hereof; (c) The Sellers' Representatives, on behalf of Sellers, shall have received a certificate signed by the Chief Executive Officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) hereof have been satisfied; (d) No Law shall be in effect and no Order Action by any Governmental Entity shall have been enteredcommenced (and be pending) against such Seller, in each casethe Company or any of their Affiliates, which would partners, associates, officers or directors or any officers or directors of such parties seeking (i) to prevent the performance of this Agreementtransactions contemplated hereby, any Transaction Document (ii) material damages in connection therewith or the Amended CogenOne Billing Agreement or the consummation of (iii) to impose criminal liability on any of the transactions contemplated hereby or thereby, declare unlawful foregoing Persons in connection with the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded.; (de) Purchaser If (i) the Discount Notes Consent Solicitation is (or would be automatically upon the Closing) a Successful Consent Solicitation, then Buyer shall have delivered to the Seller a certificate of an authorized officer of Purchaser in his Depositary the Discount Notes Offer Amount, pursuant to Section 6.10(a)(v), or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) The Amended CogenOne Billing Agreement, duly executed and delivered by the parties thereto. (ii) The Billing Agreementthe Discount Notes Consent Solicitation is not (or would not be automatically upon the Closing) a Successful Consent Solicitation, duly executed and then Buyer shall have delivered by to the parties thereto. (iii) The O&M AgreementTrustee under the Discount Notes Indenture, duly executed and delivered by the parties thereto. (iv) The GuarantyDiscount Notes Redemption Amount, duly executed and delivered by on behalf of the parties thereto.Company, pursuant to Section 6.10(b)(i); (f) Purchaser If (i) the Floating Rate Notes Consent Solicitation is (or would be automatically upon the Closing) a Successful Consent Solicitation, then Buyer shall simultaneously transfer have delivered to the Closing Consideration Depositary the Floating Rate Notes Offer Amount, pursuant to Seller. If Section 6.10(a)(vi), or (ii) the Closing occursFloating Rate Notes Consent Solicitation is not (or would not be automatically upon the Closing) a Successful Consent Solicitation, all closing conditions set forth in this then Buyer shall have delivered to the Trustee under the Floating Rate Notes Indenture, the Floating Rate Notes Redemption Amount, on behalf of OpCo, pursuant to Section 5.02 which have not been fully satisfied as of 6.10(b)(ii); and (g) (i) the Closing Subordinated Notes Consent Solicitation shall be deemed to have been waived by (or would be automatically upon the SellerClosing) a Successful Consent Solicitation, and (ii) Buyer shall have delivered to the Depositary the Subordinated Notes Offer Amount, pursuant to Section 6.10(a)(iv).

Conditions to the Seller’s Obligations. The obligation Each of the Seller obligations of -------------------------------------- the Sellers to consummate the transactions contemplated by this Agreement is be performed hereunder shall be subject to the satisfaction (or, if permitted by applicable Law, or waiver by the CompanySellers) at or prior to the Closing Date of each of the following conditions as of the Closing Dateconditions: (a) All 6.1.1 The representations and warranties of the Purchaser and the Parent contained in Article IV of this Agreement and in the Transaction Documents shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made at on and as of the Closing Date (except to the extent expressly made other than representations and warranties that speak as of an earlier date, in which case only as of such a specified date). (b) 6.1.2 The Purchaser and the Parent shall have performed and complied withwith all agreements, in all material respectsobligations, all the covenants covenants, and agreements conditions required by this Agreement to be performed or complied with by it under this Agreement at them on or prior to the Closing. (c) 6.1.3 No Law Litigation shall be in effect and no Order shall have been enteredthreatened or pending against the Parent or the Purchaser before any court or governmental agency that, in each casethe reasonable opinion of counsel for the Sellers, which would prevent could result in the performance restraint or prohibition of this Agreementany such party, any Transaction Document or the Amended CogenOne Billing obtaining of damages or other relief from such party, in connection with this Agreement or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded. (d) 6.1.4 The execution, delivery, and performance of this Agreement by the Purchaser shall have been duly authorized by the Board of Directors of the Parent. The execution, delivery, and performance of this Agreement by the Purchaser shall have been duly authorized by the board of managers of InterCept TX I, LLC for itself and the Purchaser. The Sellers shall have received copies of all resolutions pertaining to such authorizations, certified by the applicable corporate secretary. 6.1.5 The Purchaser shall have delivered to the Seller Sellers a certificate to the effect that each of an authorized officer of Purchaser in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents6.1.1 through 6.1.4 above is satisfied in all material respects. (e) Seller 6.1.6 The Parent and Guarantor the Purchaser, as applicable, shall have received delivered or caused to be delivered to the followingSellers or Shaw, each in form and substance satisfactory to Seller and Guarantoras applicable, all of the following agreements: (iA) The Amended CogenOne Billing the Non-solicitation Agreement substantially in the form attached to this Agreement as Exhibit 6.1.6(A) (the ---------------- "Non-solicitation Agreement, duly executed and delivered by the parties thereto."); (iiB) The Billing the Escrow Agreement, duly executed and delivered by the parties thereto.; (iiiC) The O&M the Stock Option Agreement for Shaw substantially in the form attached to this Agreement ax Xxhibit 6.1.6(C) (the "Shaw ---------------- Stock Option Agreement, duly executed and delivered by the parties thereto."); (ivD) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as Stock Option Agreements for certain employees of the Closing shall be deemed Sellers substantially in the form attached to have been waived by this Agreement as Exhibit 6.1.6(D) (the Seller."Employee Stock Option Agreements"); --------------- (E) the Assignment and Assumption Agreement substantially in the form attached to this Agreement as Exhibit 6.1.6 ------------- (E) as required to assign the lease for the premises of the Business to the Purchaser (the "Lease Assignment"); and

Conditions to the Seller’s Obligations. The obligation obligations of the Seller Sellers to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (or, if permitted by applicable Law, waiver by fulfillment at or prior to the Company) Closing of each of the following conditions conditions: 7.3.1 The representations and warranties of the Purchasers (other than Sections 5.1 and 5.2) that do not expressly relate to a specific date shall be true and correct (determined without regard to any materiality or material adverse effect qualification or any qualification based upon a threshold amount of Damages contained in such statement) as of the Closing Date: (a) All as though made at and as of the Closing, and the representations and warranties contained of the Purchasers that expressly relate to a specific date shall, as of the Closing, remain true and correct at and as of such date, except, in Article IV either case, for such failures of this Agreement any representations and warranties of the Purchasers (including Sections 5.1 and 5.2) to be true and correct Back to Contents that would not, individually or in the Transaction Documents aggregate, reasonably be expected to have a material adverse effect on the Purchasers’ ability to perform or consummate the transactions contemplated by this Agreement, and the representations and warranties of the Purchasers in Sections 5.1 and 5.2 shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date Date, as though if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date).; (b) Purchaser 7.3.2 Reuters shall have performed and complied with, in all material respects, all the covenants and agreements respects with each covenant required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing.; 7.3.3 MTH shall have received prior to the Closing a statement, in form and substance reasonably satisfactory to MTH and dated no earlier than 30 days prior to the Closing Date, from SAVVIS satisfying the requirements of Treasury Regulations Section 1.1445-2(c)(3) with respect to the transfer of the SAVVIS Stock provided for herein; provided that if Reuters provides MTH additional cash in an amount sufficient to satisfy any withholding obligations of MTH arising from the failure to obtain such statement from SAVVIS (c) No Law which additional amount shall be in effect paid upon the conditions that MTH shall apply such amounts to satisfy such withholding obligation and no Order that Reuters shall have been enteredthe exclusive right, at its expense, to obtain a refund of such amounts from the IRS) and agrees in each case, which would prevent the performance of this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or the consummation of any writing to indemnify and hold harmless MTH for Damages arising out of the transactions contemplated hereby failure to obtain such statement from SAVVIS, this condition shall be deemed waived; and 7.3.4 Prior to or therebyat the Closing, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to be rescinded. (d) Purchaser each of Limited and RSA shall have delivered to the Seller Sellers a certificate of an authorized officer signatory of Purchaser in his or her capacity as suchsuch Person, dated as of the Closing Date, stating to the effect that the conditions specified in Sections 5.02(a) 7.3.1 and 5.02(b) 7.3.2 have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each in form and substance satisfactory to Seller and Guarantor: (i) 7.3.5 The Amended CogenOne Billing Agreement, duly executed and delivered by the parties thereto. (ii) The Billing Agreement, duly executed and delivered by the parties thereto. (iii) The O&M Agreement, duly executed and delivered by the parties thereto. (iv) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall simultaneously transfer the Closing Consideration to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing Quick Agreement shall be deemed to have been waived by the Sellerin full force and effect.

Conditions to the Seller’s Obligations. The obligation obligations of the Seller Sellers to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (or, if permitted by applicable Law, waiver by fulfillment at or prior to the Company) Closing of each of the following conditions as of the Closing Dateconditions: (a) All 7.3.1 The representations and warranties contained of the Purchaser set forth in Article IV of this Agreement and in the Transaction Documents V shall be true and correct in all material respects (without giving effect to any limitation other than representations and warranties which are qualified as to “materiality” set forth therein, which representations and warranties shall be true in all respects) at on the date hereof and on and as of the Closing Date as though made at on and as of the Closing Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case shall be measured only as of such specified date). (b) 7.3.2 The Purchaser shall have performed and complied with, in all material respects, respects each obligation and agreement and shall have complied in all the covenants and agreements required material respects with each covenant to be performed and complied with by it under this Agreement the Transaction Agreements at or prior to the Closing. (c) No Law shall be 7.3.3 All authorizations or approvals or other action required in effect connection with the execution, delivery and no Order shall have been entered, in each case, which would prevent the performance of this Agreement, any Transaction Document or Agreement by the Amended CogenOne Billing Agreement or Purchaser and the consummation of any by the Purchaser of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement, any Transaction Document or the Amended CogenOne Billing Agreement or cause such transactions to and thereby shall have been obtained and shall be rescindedin full force and effect. (d) 7.3.4 Prior to or at the Closing, Purchaser shall have delivered to such other closing documents as shall be reasonably requested by the Seller a certificate of an authorized officer of Purchaser in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied, and evidencing the authorization of Purchaser to enter into the Transaction Documents. (e) Seller and Guarantor shall have received the following, each Sellers in form and substance satisfactory acceptable to Seller and Guarantorthe Sellers' counsel (which acceptance shall not be unreasonably withheld), including the following: (i) The Amended CogenOne Billing Agreementa certificate of the President or a Vice President of the Purchaser, duly executed dated the Closing Date, to the effect that (1) the person signing such certificate is familiar with this Agreement and delivered by (2) to the parties thereto.best of such person's knowledge, the conditions specified in Section 7.3.1 and 7.3.2 have been satisfied; (ii) The Billing Agreementa certificate of the Secretary or Assistant Secretary of the Purchaser, duly executed dated the Closing Date, as to the incumbency of any officer of the Purchaser executing this Agreement or any document related hereto and delivered by covering such other matters as the parties thereto.Sellers may reasonably request; (iii) The O&M Agreementa certified copy of (1) the Certificate of Incorporation and by-laws of the Purchaser and all amendments thereto and (2) the resolutions of the Purchaser's Board of Directors (or Executive Committee thereof) authorizing the execution, duly executed delivery and delivered by consummation of this Agreement and the parties thereto.transactions contemplated hereby and thereby; (iv) The Guarantyan opinion of Lowenstein Sandler PC, duly executed counsel to the Purchaser, dated the Xxxxxxx Xxxx, xxx substantially in the form and delivered substance of the letter annexed hereto as Appendix 7.3.3 (provided that such firm may rely on other attorneys with respect to issues of local law if such attorneys are reasonably acceptable to the Sellers, the firm of Lowenstein Sandler PC advises the Sellers that it is rexxxxxxxx xx xxxx xn such attorneys and such attorneys' opinion is furnished directly to the Sellers) , and (v) such other documents or instruments as the Sellers reasonably request to effect the transactions contemplated hereby. 7.3.5 During the period from June 30,1998 through the Closing Date, there shall not have been any Material Adverse Change affecting the Purchaser, other than events publicly disclosed by the parties thereto. Purchaser prior to the date hereof. The Sellers shall have received a certificate (f) executed by the President or any Vice President of the Purchaser shall simultaneously transfer to such officer's best knowledge), dated the Closing Consideration Date, to Seller. If the Closing occurs, all closing conditions set forth in this Section 5.02 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Seller.foregoing effect