Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The obligations of Seller and Buyer to consummate the Reorganization are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller and Buyer the parties to consummate the Reorganization are Merger shall be subject to the satisfaction, at or prior to the Closing Date, of all fulfillment of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All filings required to be made prior waiting periods applicable to the Closing Date with, consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits and or authorizations required to be obtained on or prior to the Closing Effective Date from, from any Governmental Authorities Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote.the (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement Merger and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to transactions contemplated hereby shall have been approved by the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring Shareholders in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganizationmanner required by any Applicable Law. (d) No temporary restraining order, preliminary or permanent injunction or other order issued The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacatedApplicable Law. (e) The Commission shall have declared the Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after effective. On the Closing Date and at the Effective Date, and no stop order suspending the effectiveness thereof or similar restraining order shall have been issued and, to threatened by the best knowledge of Commission or entered by the parties hereto, no investigation Commission or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under any state securities administrator prohibiting the Securities ActMerger. (f) Seller and Buyer Parent shall have received on or before the Closing Date an opinion of Buyer Counsel Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably acceptable satisfactory to Seller Parent, from Deloitte and BuyerTouche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the matters set forth Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on Schedule 6.2(f). In rendering such opinionthe NYSE, Buyer Counsel may request and rely upon representations contained in certificates subject to official notice of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesissuance.

Mutual Conditions. Completion of the Merger is subject to the fulfillment, or waiver by the party entitled to the benefit of the condition, of the conditions precedent set forth in this Article VI. The parties hereto will use all reasonable commercial efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in this Article VI, and will use all commercially reasonable efforts to complete the Merger as promptly as possible. The obligations of Seller each of Company, Parent, and Buyer Xxxxxx Sub to consummate complete the Reorganization are Merger will be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.conditions precedent: (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this This Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters Merger shall have been approved and adopted at by the Shareholders Meeting by requisite affirmative vote of the shareholders of Selling Fund on Company in accordance with the record date by NRS and Company’s Articles of Incorporation. (b) The receipt of all required consents and approvals to the Required Shareholder VoteMerger. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement registration statement on Form N-14 F-4 filed with the Securities and Exchange Commission by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders Parent in connection with the Reorganization offer and issuance of the ordinary shares in the Parent pursuant to the Merger, shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) of 1933, as a post-effective amendment to such Registration Statement after the Closing Dateamended, and no stop order suspending with respect thereto shall be in effect. (d) An amendment to the effectiveness thereof constitution of Parent shall have been issued andadopted by the directors and shareholders of Parent, to and all other actions required under the best knowledge laws of the parties hereto, no investigation or proceeding for that purpose Singapore shall have been instituted taken to convert Parent from a private company limited by shares to a public company limited by shares. (e) The ordinary shares in the Parent to be issued pursuant to the Merger shall have been authorized for listing on the OTCQB, subject to any applicable notices of issuance or be pending, threatened or contemplated under the Securities Actother standard conditions. (f) Seller No provision of any applicable law shall be in effect, and Buyer no judgment, injunction, order or decree shall have received been entered since the date of this Agreement and shall be in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of the Merger, except where the violation of such law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material adverse effect on Company or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesParent respectively.

Mutual Conditions. The respective obligations of Seller each of SEG and Buyer the Standby Purchasers to consummate complete the Reorganization sale by SEG and the several purchases by each Standby Purchasers of the Standby Shares are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived conditions being satisfied in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.full: (a) All filings required to There shall not be made prior any claims, litigation, investigations or proceedings, including appeals and applications for review, in progress, or to the Closing Date withknowledge of SEG or a Standby Purchaser, and all consentspending or threatened, approvalsincluding, permits and authorizations required to be obtained on without limitation by or prior before any Governmental Entity, in relation to the Closing Date fromRights Offering or the Securities, Governmental Authorities any of which suspends or ceases trading in connection with the execution and delivery Rights or shares of this Agreement and Common Stock or operates to prevent or restrict the consummation lawful distribution of the transactions contemplated herein by Seller and Buyer shall have been made Securities (which suspension, cessation, prevention or obtainedrestriction, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectis continuing). (b) This AgreementThere shall not be any order issued by a Governmental Entity pursuant to Laws, nor shall there be any change of Law, in either case which suspends or ceases trading in the Reorganization Securities or operates to prevent or restrict the lawful distribution of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by Securities (which suspension, cessation, prevention or restriction, as the shareholders of Selling Fund on the record date by the Required Shareholder Votecase may be, is continuing). (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and, to the best knowledge of the parties hereto, and no investigation or proceeding for that purpose shall have been instituted initiated or be pending, threatened by the SEC; and any request of the SEC for inclusion of additional information in the Registration Statement or contemplated under the Securities Actotherwise shall have been complied with. (fd) Seller and Buyer The underlying shares of Common Stock issuable upon the exercise of the Rights shall have received be approved for listing on or before the Closing Date an opinion NYSE, subject to notice of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and othersissuance, and the officers of Seller Rights shall have been listed on the NYSE, as disclosed in the Registration Statement. (e) The spin-off transaction, as described in the Information Statement, on substantially the terms and Buyer conditions detailed therein (the “Spin-Off Transaction”) shall use their best efforts to make available such truthful certificateshave been completed.

Mutual Conditions. The obligations of Seller Selling Fund and Buyer Buying Fund to consummate the Reorganization are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller Selling Fund and BuyerBuying Fund, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer the Trust with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as in a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer The Trust shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer the Trust and others, and the officers of Seller and Buyer The Trust shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller PVFC, Park View, UCFC and Buyer to consummate the Reorganization are Home Savings under this Agreement shall be subject to the satisfaction, at or written waiver by the parties prior to the Closing Date, of all each of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.conditions precedent: (a) All filings required to be made prior to the Closing Date with, The shareholders of PVFC and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of UCFC shall have duly adopted this Agreement and by the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectrequired vote. (b) This Agreement, All approvals of Governmental and Regulatory Authorities required to consummate the Reorganization of Selling Fund and related matters transactions contemplated by this Agreement shall have been approved obtained and adopted at shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Shareholders Meeting by the shareholders of Selling Fund Effective Time on the record date by present or prospective consolidated financial condition, business or operating results of the Required Shareholder VoteSurviving Corporation. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization on the Closing Date Corporate Merger shall be in effect; provided. No Governmental or Regulatory Authority of competent jurisdiction shall have enacted, howeverissued, that promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the party transactions contemplated by this Agreement or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacatedmaking the Corporate Merger illegal. (ed) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a postno stop-effective amendment to such Registration Statement after the Closing Date, and no stop order or similar restraining order suspending the effectiveness thereof of the Registration Statement shall have been issued and, to the best knowledge of the parties hereto, and no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under initiated by the Securities ActSEC. (fe) Seller UCFC and Buyer PVFC shall have received on or before the written opinion of UCFC’s Counsel, dated the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and BuyerDate, as to the matters effect that, on the basis of facts, representations and assumptions set forth on Schedule 6.2(f)in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering such its opinion, Buyer UCFC’s Counsel may request will require and rely upon customary representations contained in certificates of officers of Seller, Buyer letters from UCFC and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesPVFC that UCFC’s Counsel reasonably deems relevant.

Mutual Conditions. The obligations of Seller and Buyer the parties hereto to consummate the Reorganization are Merger shall be subject to the satisfaction, satisfaction at or prior to the Closing Date, of all Date of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) A. No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing or decree which prevents the consummation of the Reorganization on Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Body which prevents the Closing Date consummation of the Merger. B. [INTENTIONALLY LEFT BLANK]. C. No Proceeding shall be instituted by any Governmental Body which seeks to prevent consummation of the Merger or seeking material damages in effectconnection with the transactions contemplated hereby which continues to be outstanding. D. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued by the SEC and no proceedings for that purpose and no similar proceeding in respect of the Proxy Statement shall have been initiated or, to the knowledge of Parent, Merger Sub or the Company, threatened in writing by the SEC. E. The shares of Parent Common Stock issuable to the shareholders of Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance. X. Xxl waiting periods, if any, under the HSR Act relating to the Merger will have expired or terminated early. G. The Shareholder Approval shall have been obtained. H. Parent and Company shall each have received written opinions from their respective tax counsel in the form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the party counsel to either Parent or parties invoking Company does not render such opinion, this condition shall use reasonable efforts nonetheless be deemed to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer be satisfied with respect to Buying Fund Shares such party if counsel to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the other party renders such opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after party. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge purpose of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesopinions.

Mutual Conditions. The obligations of Seller Sellers and Buyer to consummate complete the Reorganization are subject to sale and purchase of the satisfaction, at or prior to Membership Units is conditional on the Closing Date, satisfaction of all of the following further conditions, any one or more each of which is for the benefit of Sellers and Buyer and may only be waived in writing by Seller the mutual written consent of the Administrative Agent and Buyer, but only if and to the extent that such waiver is mutual.: (a) All no Governmental Authority shall have issued a Governmental Order restraining or enjoining the Transactions and there shall not have been enacted or made applicable any Law that makes the Transactions illegal or otherwise prohibited; (b) Buyer shall have completed all necessary filings required with the CSE and received any necessary approvals from the CSE to be made prior to allow for the Closing Date with, issuance and all consents, approvals, permits listing of the Consideration Shares and authorizations required to be obtained the Warrant Shares on or prior to the Closing Date from, Governmental Authorities in connection with subject only to ordinary conditions typical for the execution issuance and delivery listing of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote.common shares; (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately Closing having occurred on or prior to the Reorganization. For purposes Drop Dead Date; provided that, with respect to any extension of this the Drop Dead Date by the Parties pursuant to Section 6.2(c8.1(b)(i), assets used by Selling Fund to pay the expenses it incurs CSE shall have confirmed in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regularwriting, normal dividends and regular, normal redemptions pursuant to the Investment Company Actextent requested by the Administrative Agent, that: (i) the Consideration Shares and not in excess of Consideration Warrants can be issued on the requirements of Section 852 of terms contemplated herein; and (ii) the Code, occurring Augusta Group Units can be issued on the terms contemplated in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization.Term Sheet, in each case at Closing; and (d) No temporary restraining order, preliminary or permanent injunction or other order issued the Transactions contemplated by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof Subscription Agreements shall have been issued andcompleted on the terms set forth therein at or contemporaneously with the Closing; provided that, to the best knowledge extent that any of the Subscription Agreements is proposed to be amended by the parties heretothereto, no investigation or proceeding for that purpose the Administrative Agent shall have been instituted or be pendingprovided with notice of the proposed amendments, threatened or contemplated under including a copy of the Securities Act. (f) Seller proposed amending document, prior to the execution thereof and Buyer shall not have received on entered into or before otherwise agreed to any such amendment without the Closing Date an opinion prior written consent of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesAdministrative Agent.

Mutual Conditions. The obligations of Seller AAF and Buyer AGS to consummate the Reorganization are is subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which (other than that is paragraph (d)) may be waived in writing by Seller AAF and BuyerAGS, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller AAF and Buyer AGS shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling the Acquired Fund and related matters shall have been approved and adopted at the Acquired Fund Shareholders Meeting by the shareholders of Selling the Acquired Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund Assets to be acquired by Buying the Acquiring Fund shall constitute at least 90% of the fair market value of the net assets assets, and at least 70% of the fair market value of the gross assets assets, held by Selling the Acquired Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling the Acquired Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions -- except (other than regular, normal dividends and regular, normal i) redemptions pursuant to the Investment Company Act, and Act not in excess made as part of the requirements Reorganization and (ii) distributions made to conform to its policy of Section 852 distributing all or substantially all of its income and gains to avoid the obligation to pay federal income tax and/or the excise tax under section 4982 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) Code -- after the date of this Agreement shall be included as assets of Selling held by the Acquired Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer AGS with respect to Buying the Acquiring Fund Shares to be issued to Selling Acquired Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller AAF and Buyer AGS shall have received on or before the Closing Date an opinion of Buyer Counsel Kirkxxxxxxx & Xockxxxx XXX in form and substance reasonably acceptable to Seller AAF and BuyerAGS, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel such counsel may request rely as to factual matters, exclusively and rely upon without independent verification, on the representations contained made in this Agreement, which such counsel may treat as representations made to it, or in separate letters addressed to such counsel and any certificates delivered pursuant to this Agreement. Such opinion may state that no opinion is expressed as to the effect of officers the Reorganization on either Fund or any Acquired Fund Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of Seller, Buyer and others, and a taxable year (or on the officers termination or transfer thereof) under a mark-xx-market system of Seller and Buyer accounting. (g) The dividend or dividends described in the last sentence of Section 3.14(a) shall use their best efforts to make available such truthful certificateshave been declared.

Mutual Conditions. The respective obligations of Seller and Buyer each party to consummate the Reorganization are purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained satisfaction on or prior to the Closing Date fromof each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authorities in connection with the execution and delivery Authority of this Agreement and competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated herein by Seller and Buyer shall have been made hereby or obtained, as makes the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.transactions contemplated hereby illegal; (b) This Agreementthere shall not be pending any suit, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary action or permanent injunction or other order issued proceeding by any Governmental Authority preventing seeking to restrain, preclude, enjoin or prohibit the consummation transactions contemplated by this Agreement; (i) the material conditions associated with Teekay’s acquisition from Sevan of the Reorganization on FPSO vessel known as the Sevan Hummingbird shall have been satisfied and the Partnership shall have notified the Purchasers of Teekay’s intent to effect such acquisition no later than five Business Days after the Closing Date shall be in effect; provided, however, that and (ii) the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization Partnership shall have become effective under notified the Securities Act and shall include Purchasers of Teekay’s intent to enter into an undertaking therein agreement with Sevan to file acquire the opinion referenced in Section 6.2(f) FPSO vessel known as a post-effective amendment to such Registration Statement the Sevan Voyageur no later than five Business Days after the Closing Date, and no stop order suspending in each case substantially in accordance with the effectiveness thereof applicable terms set forth in Exhibit B; (d) the material conditions associated with the closing of the Acquisition shall have been issued and, to occurred and the best knowledge of the parties hereto, no investigation or proceeding for that purpose Partnership shall have been instituted or be pending, threatened or contemplated under notified Purchasers of its intent to effect the Securities Act.Acquisition no later than five Business Days following the Closing Date; and (fe) Seller and Buyer the Partnership shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable be entitled to Seller and Buyerreceive at Closing, pursuant to binding commitments as to which all conditions precedent to funding (other than conditions that are by their terms to be satisfied at Closing) have been satisfied or waived, equity funding for the matters Acquisition of not less than $125 million (including the aggregate Purchase Price set forth on Schedule 6.2(fA). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller and Buyer to consummate the Reorganization are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets Assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets Assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates. (g) Selling Fund and Buying Fund shall have agreed on the number of full and fractional Buying Fund Shares of each class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 2.2.

Mutual Conditions. The respective obligations of Seller and Buyer each party to this Agreement to consummate and effect the Reorganization are Merger shall be subject to the satisfaction, fulfillment at or prior to the Closing Date, Effective Time of all each of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the Transactions illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the Transactions to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectrescinded following completion thereof. (b) This Agreement, the Reorganization of Selling Fund and related matters The Parent Stockholder Approval shall have been approved obtained and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Voteremain in full force and effect. (c) The assets of Selling Fund to be acquired by Buying Fund Company Stockholder Vote shall constitute at least 90% of the fair market value of the net assets have been obtained and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs remain in connection with this Agreement full force and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganizationeffect. (d) No temporary restraining orderThe filings of Parent and the Company pursuant to the HSR Act, preliminary if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacatedbeen terminated. (e) The Registration Statement on Form N-14 filed by Buyer with respect conditions in the Subscription Agreements to Buying Fund Shares the obligations of the parties thereto to be issued to Selling Fund Shareholders in connection with consummate the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof Private Placements shall have been issued andsatisfied or waived in accordance with the Subscription Agreements (other than those conditions that by their nature are to be satisfied at, to or contemporaneously with, the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities ActClosing). (f) Seller The Registration Statement shall have become effective and Buyer no stop-order suspending effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC, and the Registration Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance. (g) As of the Closing, after consummation of the Private Placements, and after distribution of the remaining funds in the Trust Account to Parent pursuant to Section 5.10 (after deducting all amounts to be paid pursuant to the redemption of any shares of Parent Common Stock in connection with the Offer, Transaction Expenses and Repaid Indebtedness), Parent shall have cash on hand equal to or in excess of $199,000,000. (h) The Company shall have received on the exemptions or approvals set forth in Section 3.3 of the Disclosure Schedules. (i) Parent shall have at least $5,000,001 of net tangible assets immediately following the Closing (after giving effect to the exercise by the holders of Parent Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing Date an opinion of Buyer Counsel their right to redeem their Parent Common Stock held by them into a pro rata share of the Trust Account in form and substance reasonably acceptable to Seller and Buyeraccordance with the Parent Certificate of Incorporation, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, PIPE Investment and the officers of Seller and Buyer shall use their best efforts other Transactions to make available such truthful certificatesoccur upon the Closing).

Mutual Conditions. The obligations respective obligation of Seller and Buyer each Party to consummate the Reorganization are purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained satisfaction on or prior to the Closing Date fromof each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, Governmental Authorities in connection with whole or in part, to the execution extent permitted by applicable law): (i) no statute, rule, regulation or order shall have been enacted or promulgated, and delivery no action shall have been taken, by any governmental authority of this Agreement and competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated herein by Seller and Buyer shall have been made this Agreement or obtained, as makes the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.transactions contemplated by this Agreement illegal; (bii) This there shall not be pending any suit, action or proceeding by any governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, ; (iii) the Reorganization of Selling Fund and related matters Purchased Units shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund for listing on the record date by the Required Shareholder Vote.NYSE, subject to notice of issuance; (civ) The assets the material conditions associated with the closing of Selling Fund the Major Acquisition shall have been satisfied and Seller shall have notified the Purchasers of its intent to be acquired by Buying Fund effect the closing of the Major Acquisition at a price of not more than 1% greater than the Base Purchase Price (excluding working capital and capital expenditure adjustments), as defined in the draft purchase agreement relating to the Major Acquisition provided to the Lead Purchaser on December 22, 2010, and on terms substantially similar to those in such draft purchase agreement no later than one Business Day following the Closing hereunder; and (v) the Seller shall constitute have obtained (A) gross equity proceeds of at least 90% of $600 million (including the fair market value of the net assets and equity proceeds pursuant to this Agreement) on terms at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior as favorable to the Reorganization. For purposes Seller as the terms of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization (B) debt financing of at least $200 million at a fixed interest rate of no higher than 5.5% per annum and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess an initial minimum term of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganizationthree years. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The respective obligations of Seller and Buyer each party to this Agreement to consummate and effect the Reorganization are Merger shall be subject to the satisfaction, fulfillment at or prior to the Closing Date, Effective Time of all each of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required to be made prior to No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to effect of making the Closing Date from, Governmental Authorities in connection with the execution and delivery of transactions contemplated by this Agreement and the illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may hereunder to be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectrescinded following completion thereof. (b) This Agreement, the Reorganization of Selling Fund and related matters The Parent Stockholder Approval shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Voteobtained. (c) The assets of Selling Fund to be acquired by Buying Fund Shift Stockholder Vote shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganizationhave been obtained. (d) No temporary restraining orderThe filings of Parent and Shift pursuant to the HSR Act, preliminary if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacatedbeen terminated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under and no stop-order suspending effectiveness of the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, shall be in effect and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding proceedings for that purpose shall be pending before or threatened by the SEC, and the Registration Shares shall have been instituted or be pendingapproved for listing on NASDAQ, threatened or contemplated under the Securities Actsubject to official notice of issuance. (f) Seller and Buyer Parent shall have received on or at least $5,000,001 of net tangible assets immediately following the Closing (after giving effect to the exercise by the holders of Parent Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing Date an opinion of Buyer Counsel their right to redeem their Parent Common Stock held by them into a pro rata share of the Trust Account in form accordance with Parent certificate of incorporation, the PIPE Investment and substance reasonably acceptable the other transactions contemplated hereby to Seller occur upon the Closing). (g) Parent shall have, on a consolidated basis, at least $100,000,000 in cash and Buyer, as cash equivalents after giving effect to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, Closing (taking into account the PIPE Investment and the officers other transactions contemplated hereby to occur upon the Closing, including the exercise by the holders of Seller Parent Common Stock issued in Parent’s initial public offering of securities and Buyer shall use outstanding immediately before the Closing of their best efforts right to make available such truthful certificatesredeem their Parent Common Stock held by them into a pro rata share of the Trust Account in accordance with Parent’s certificate of incorporation).

Mutual Conditions. The obligations obligation of Seller Xxxxx Capital ----------------- Development and Buyer AIM Equity to consummate the Reorganization are is subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller Fund and BuyerAIM Equity, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date fromfrom Governmental Authorities, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller Xxxxx Capital Development and Buyer AIM Equity shall have been made or obtained, as the case may be; provided, however, that ------------------ such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related corporate matters shall have been approved and adopted at the BCD Shareholders Meeting by the shareholders of Selling Fund Xxxxx Capital Development on the record date by the Required BCD Shareholder Vote. (c) The assets of Selling Fund Xxxxx Capital Development to be acquired by Buying Fund the Portfolio shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund of Xxxxx Capital Development immediately prior to the Reorganization. For purposes of this Section 6.2(c)these purposes, assets used by Selling Fund Xxxxx Capital Development to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling FundXxxxx Capital Development's business as a series of an open-end diversified management investment company) after the date of this Agreement shall be included as assets of Selling Fund held Xxxxx Capital Development immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use ------------------ reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer AIM Equity with respect to Buying Fund the Portfolio Shares to be issued to Selling Fund BCD Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller A post-effective amendment to the AEF Registration Statement filed by AIM Equity to register Portfolio Shares to be offered to the public shall have become effective under the Securities Act and Buyer no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (g) Xxxxx Capital Development and AIM Equity shall have received on or before the Closing Date an opinion of Buyer Counsel Xxxxxxx Xxxxx Xxxxxxx and Ingersoll in form form, scope and substance reasonably acceptable satisfactory to Seller Xxxxx Capital Development and BuyerAIM Equity, as to the matters set forth on Schedule 6.2(f6.2(g). In rendering such opinion--------------- (h) The transactions contemplated by that certain Agreement and Plan of Reorganization dated December 20, Buyer Counsel may request 1995, between Xxxxx Blue Chip Fund, Inc. and rely upon representations contained in certificates AIM Equity acting on behalf of officers of Seller, Buyer and othersAIM Blue Chip Fund, and that certain Agreement and Plan of Reorganization dated December 20, 1995 between The Xxxxx Funds, Inc., acting on behalf of Xxxxx Quality Bond Fund, and AIM Funds Group, acting on behalf of AIM Income Fund, shall be consummated on the officers Closing Date. (i) The dividend or dividends described in the last sentence of Seller Section 3.16(b) shall have been declared. (j) A I M Advisors, Inc. ("AIM") shall have executed and Buyer delivered to Xxxxx Capital Development a certificate to the effect that: (i) its balance sheet as of December 31, 1994 has been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly reflects the financial condition of AIM as of the date indicated; since December 31, 1994 there has not been any change in AIM's financial condition, assets, liabilities or business that would have a material adverse effect upon its ability to provide investment advisory services to the Portfolio and the other funds advised by AIM (the "AIM Funds"). (ii) AIM is, and on the Closing Date shall use their be, registered as an investment adviser under the Investment Advisers Act and, registered as an investment adviser in all states where it is required to be a so registered. (iii) AIM is in compliance in all material respects with all laws, rules and regulations applicable to its business of providing investment advisory services to the Portfolio and the AIM Funds, including, without limitation, federal and state securities laws. (iv) Neither AIM nor any affiliated person of AIM is ineligible to serve an employee, officer, director, member of an advisory board, investment adviser, depositor or principal underwriter of any investment company registered under the Investment Company Act by reason of any conviction of a felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, and is not subject to any order issued by the SEC under Section 9(b) of the Investment Company Act. To the best efforts of AIM's knowledge, no facts exist with respect to make available AIM, or any Affiliated Person of AIM, which would form a basis for any such truthful certificatesconviction or the issuance of any such order, judgment or decree. (v) No litigation, proceeding or governmental investigation or inquiry is pending or, to the best of AIM's knowledge, threatened, against AIM that, if determined against AIM would be reasonably likely to have a material adverse effect on the Portfolio or a material adverse effect on AIM's ability to provide investment advisory services to the Portfolio or any of the AIM Funds. (k) The transactions contemplated by that certain Acquisition Agreement dated December 20, 1995 between Xxxxxx X. Xxxxx & Co. Incorporated and A I M Advisors, Inc. shall be consummated on the Closing Date.

Mutual Conditions. The obligations respective obligation of Seller and Buyer each Party to consummate the Reorganization are purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained satisfaction on or prior to the Closing Date fromof each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, Governmental Authorities in connection with whole or in part, to the execution extent permitted by applicable law): (i) no statute, rule, regulation or order shall have been enacted or promulgated, and delivery no action shall have been taken, by any governmental authority of this Agreement and competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated herein by Seller and Buyer shall have been made this Agreement or obtained, as makes the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.transactions contemplated by this Agreement illegal; (bii) This there shall not be pending any suit, action or proceeding by any governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement, ; (iii) the Reorganization of Selling Fund and related matters Purchased Units shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund for listing on the record date by the Required Shareholder Vote.NYSE, subject to notice of issuance; (civ) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% the material conditions associated with the closing of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof Major Acquisition shall have been issued andsatisfied and Seller shall have notified the Purchasers of its intent to effect the closing of the Major Acquisition at a price of not more than 1% greater than the Base Purchase Price (excluding working capital and capital expenditure adjustments), as defined in the definitive purchase and sale agreement relating to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters Major Acquisition set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and othersExhibit B, and on terms substantially similar to those in such definitive purchase and sale agreement no later than one Business Day following the officers Closing hereunder; and (v) the Seller shall have obtained (A) gross equity proceeds of Seller at least $600 million (including the equity proceeds pursuant to this Agreement) and Buyer shall use their best efforts to make available such truthful certificates(B) debt financing of at least $200 million at a fixed interest rate of no higher than 5.5% per annum and an initial minimum term of three years.

Mutual Conditions. The respective obligations of Seller each Party hereto to complete the issuance and Buyer to consummate sale of the Reorganization are Special Warrants is subject to the satisfactionsatisfaction (or waiver by the respective Party), at or prior to before the Closing DateClosing, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required to be made prior to the Closing Date withno act, and all consentsaction, approvals, permits and authorizations required to be obtained on suit or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer proceeding shall have been made threatened or obtainedtaken before or by any Governmental Authority, whether or not having the force of Law, and no Law shall have been proposed, enacted, promulgated or applied, in either case: (i) to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the purchase by or the sale to PET of the Special Warrants or of Common Shares, whether upon conversion of the Special Warrants or otherwise (other than any prohibition or material limitation concerning the acquisition of Common Shares that applies to PET pursuant to Applicable Securities Laws of general application in effect as at the case may be; provideddate hereof), howeveror the right of PET to own or exercise full rights of ownership of Special Warrants or Common Shares; (ii) which, that such consentsif the issuance and sale of the Special Warrants or the Common Shares issuable on the conversion thereof was consummated, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.Effect on Profound; or (iii) which would materially and adversely affect the ability of PET to be issued the Common Shares on conversion of the Special Warrants or to otherwise acquire Common Shares (other than any prohibition or material limitation concerning the acquisition of Common Shares that applies to PET pursuant to Applicable Securities Laws of general application in effect as at the date hereof); (b) This Agreementthere shall not exist any prohibition at Law against PET acquiring the Special Warrants or any Common Shares, whether upon conversion of the Reorganization Special Warrants or otherwise (other than any prohibition concerning the acquisition of Selling Fund and related matters shall have been approved and adopted Common Shares that applies to PET pursuant to Applicable Securities Laws of general application in effect as at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote.hereof); (c) The assets of Selling Fund to be acquired by Buying Fund the TSX shall constitute at least 90% have accepted and approved, in writing, the issuance and sale of the fair market value Special Warrants as provided herein and the listing of the net assets and at least 70% Common Shares issuable on conversion of the fair market value of the gross assets held by Selling Fund immediately prior Special Warrants on conditions that are acceptable to the Reorganization. For purposes of this Section 6.2(c)Party, assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization.acting reasonably; and (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of Parties shall have entered into an agreement with the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer Trustee with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge administration of the parties heretoTrust Fund, no investigation or proceeding for that purpose shall have been instituted or be pendingincluding the receipt, threatened or contemplated under investment and release thereof (the Securities Act"Trust Account Agreement"), on terms and conditions satisfactory to each of the Parties, acting reasonably. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller the Company and Buyer the Subscriber to consummate complete the Reorganization are subject to sale and purchase of the satisfaction, at or prior to Units is conditional on the Closing Date, satisfaction of all of the following further conditions, any one or more each of which is for the benefit of the Company and the Subscriber and may only be waived in writing by Seller the mutual written consent of the Company and Buyer, but only if and to the extent that such waiver is mutual.Subscriber: (ai) All no governmental authority shall have issued an order restraining or enjoining the transactions contemplated by the Transaction Documents and there shall not have been enacted or made applicable any law that makes such transactions illegal or otherwise prohibited; (ii) the Company shall have completed all necessary filings required with the Canadian Securities Exchange and received any necessary approvals from the Canadian Securities Exchange to be made prior to allow for the Closing Date with, issuance and all consents, approvals, permits listing of the Shares and authorizations required to be obtained the Warrants Shares on or prior to the Closing Date from, Governmental Authorities in connection with subject only to ordinary conditions typical for the execution issuance and delivery listing of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.common shares; (biii) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund Closing having occurred on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately or prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after date that is 90 days from the date of this Agreement (or, if such date is not a Business Day, the next subsequent Business Day), or such later date as may be agreed in writing by the Company and Augusta (the “Outside Date”) provided that, with respect to any such extension of the Outside Date by the Company and Augusta, the Canadian Securities Exchange has confirmed in writing, to the extent requested by Augusta, that the Shares and the Warrants to be issued pursuant to this Agreement can be issued on the terms contemplated herein at Closing; (iv) the transactions contemplated by the Purchase Agreement shall have been completed on the terms set forth therein at or contemporaneously with the Closing; provided that, to the extent that the Purchase Agreement is proposed to be included as assets amended by the parties thereto, Augusta shall have been provided with notice of Selling Fund held immediately the proposed amendments, including a copy of the proposed amending document, prior to the Reorganization.institution thereof and the Company shall not have entered into or otherwise agreed to any such amendment without the prior written consent of Augusta; and (dv) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof Investor Rights Agreement shall have been issued and, to executed and delivered by the best knowledge of the parties hereto, no investigation Barrick Parties or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Actan affiliate thereof. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller and Buyer to consummate the Reorganization are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best thxxx xest efforts to make available such truthful certificates.

Mutual Conditions. The respective obligations of Seller and Buyer each party to consummate effect the Reorganization are Merger shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, conditions (any one or more of which may be waived in writing by Seller and BuyerIHS, but only if and Merger Sub or Rotech): (A) None of IHS, Merger Sub or Rotech nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the extent that such waiver is mutualconsummation of the Merger or (ii) would impose any material limitation on the ability of IHS effectively to exercise full rights of ownership of the common stock of the Surviving Corporation or any material portion of the assets of business of Rotech, taken as a whole. (aB) All filings required No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other Political subdivision thereof that makes the consummation of the Merger or any other significant transaction contemplated hereby illegal. (C) The holders of shares of Rotech Common Stock and the holders of the shares of IHS Common Stock each shall have approved the adoption of this Plan of Merger. (D) The shares of IHS Common Stock to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities issued in connection with the execution Merger shall have been approved for listing on the NYSE, upon official notice of issuance, and delivery shall have been issued in transactions qualified or exempt from registration under applicable securities or Blue Sky laws of this Agreement such states and territories of the United States as may be required. (E) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (F) IHS, Merger Sub and Rotech shall have received all consents, approvals and authorizations of third parties that are required of such third parties prior to the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtainedMerger, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and BuyerIHS or Rotech, as the case may be, except where the failure to obtain any such consent, approval, or authorization would not have a material adverse effect on the business of the Surviving Corporation. (G) All approvals of the Merger required under the HSR Act shall have been obtained or the waiting periods thereunder shall have expired. (H) The parties shall have obtained consents from their senior bank lenders to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, Merger and the officers transactions contemplated hereby not later than four (4) weeks following the date of Seller and Buyer shall use their best efforts to make available such truthful certificatesthis Agreement.

Mutual Conditions. The obligations obligation of Seller TBFI and Buyer AFG to ----------------- consummate the Reorganization are is subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller TBFI and BuyerAFG, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date fromfrom Governmental Authorities, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller TBFI and Buyer AFG shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, ------------------ permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related corporate matters shall have been approved and adopted at the BQB Shareholders Meeting by the shareholders of Selling Fund Baird Blue Chip on the record date by the Required BQB Shareholder Vote. (c) The assets of Selling Fund Baird Quality Bond to be acquired by Buying Fund the Portfolio shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund Baird Quality Bond immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund Baird Quality Bond to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling FundBaird Quality Bond's business as a series of an open-end diversified management investment company) after the date of this Agreement shall be included as assets of Selling Fund held Baird Quality Bond immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use ------------------ reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer AFG with respect to Buying Fund the Portfolio Shares to be issued to Selling Fund BQB Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller TBFI and Buyer AFG shall have received on or before the Closing Date an opinion of Buyer Counsel Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx in form form, scope and substance reasonably acceptable satisfactory to Seller TBFI and BuyerAFG, as to the matters set forth on Schedule 6.2(f). In rendering such opinion. (g) The transactions contemplated by that certain Agreement and Plan of Reorganization dated December 20, Buyer Counsel may request 1995, between Baird Blue Chip Fund, Inc. and rely upon representations contained in certificates AIM Equity Funds, Inc. acting on behalf of officers of Seller, Buyer and othersAIM Blue Chip Fund, and that certain Agreement and Plan of Reorganization dated December 20, 1995 between Xxxxx Capital Development Fund, Inc. and AIM Equity Funds, Inc., acting on behalf of AIM Capital Development Fund, shall be consummated on the officers Closing Date. (h) The dividend or dividends described in the last sentence of Seller Section 3.16(b) shall have been declared. (i) A I M Advisors, Inc. ("AIM") shall have executed and Buyer delivered to TBFI a certificate to the effect that: (i) its balance sheet as at December 31, 1994 has been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly reflects the financial condition of AIM as at the date indicated; since December 31, 1994 there has not been any change in AIM's financial condition, assets, liabilities or business that would have a material adverse effect upon its ability to provide investment advisory services to the Portfolio and funds advised by AIM (the "AIM Funds"). (ii) AIM is, and on the Closing Date shall use their be, registered as an investment adviser under the Investment Advisers Act, and registered as an investment adviser in all states where it is required to be so registered. (iii) AIM is in compliance in all material respects with all laws, rules and regulations applicable to its business of providing investment advisory services to the Portfolio and the AIM Funds, including, without limitation, federal and state securities laws. (iv) Neither AIM nor any affiliated person of AIM is ineligible to serve an employee, officer, director, member of an advisory board, investment adviser, depositor or principal underwriter of any investment company registered under the Investment Company Act by reason of any conviction of a felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, and is not subject to any order issued by the SEC under Section 9(b) of the Investment Company Act. To the best efforts of AIM's knowledge, no facts exist with respect to make available AIM, or any Affiliated Person of AIM, which would form a basis for any such truthful certificatesconviction or the issuance of any such order, judgment or decree. (v) No litigation, proceeding or governmental investigation or inquiry is pending or, to the best of AIM's knowledge, threatened, against AIM that, if determined against AIM would be reasonably likely to have a material adverse effect on the Portfolio or a material adverse effect on AIM's ability to provide investment advisory services to the Portfolio and the AIM Funds. (j) The transactions contemplated by that certain Acquisition Agreement dated December 20, 1995 between Xxxxxx X. Xxxxx & Co. Incorporated and A I M Advisors, Inc. shall be consummated on the Closing Date.

Mutual Conditions. The obligations obligation of Seller Bairx Xxxital Development and Buyer AIM Equity to consummate the Reorganization are is subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller Fund and BuyerAIM Equity, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date fromfrom Governmental Authorities, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller Bairx Xxxital Development and Buyer AIM Equity shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related corporate matters shall have been approved and adopted at the BCD Shareholders Meeting by the shareholders of Selling Fund Bairx Xxxital Development on the record date by the Required BCD Shareholder Vote. (c) The assets of Selling Fund Bairx Xxxital Development to be acquired by Buying Fund the Portfolio shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund of Bairx Xxxital Development immediately prior to the Reorganization. For purposes of this Section 6.2(c)these purposes, assets used by Selling Fund Bairx Xxxital Development to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling FundBairx Xxxital Development's business as a series of an open-end diversified management investment company) after the date of this Agreement shall be included as assets of Selling Fund held Bairx Xxxital Development immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations obligation of Seller Baird Blue Chip ----------------- and Buyer AIM Equity to consummate the Reorganization are is subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller Fund and BuyerAIM Equity, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date fromfrom Governmental Authorities, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller Baird Blue Chip and Buyer AIM Equity shall have been made or obtained, as the case may be; provided, however, that such ------------------ consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related corporate matters shall have been approved and adopted at the BBC Shareholders Meeting by the shareholders of Selling Fund Baird Blue Chip on the record date by the Required BBC Shareholder Vote. (c) The assets of Selling Fund Baird Blue Chip to be acquired by Buying Fund the Portfolio shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund of Baird Blue Chip immediately prior to the Reorganization. For purposes of this Section 6.2(c)these purposes, assets used by Selling Fund Baird Blue Chip to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling FundBaird Blue Chip's business as a series of an open-end diversified management investment company) after the date of this Agreement shall be included as assets of Selling Fund held Baird Blue Chip immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use ------------------ reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer AIM Equity with respect to Buying Fund the Portfolio Shares to be issued to Selling Fund BBC Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller A post-effective amendment to the AEF Registration Statement filed by AIM Equity to register Portfolio Shares to be offered to the public shall have become effective under the Securities Act and Buyer no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (g) Baird Blue Chip and AIM Equity shall have received on or before the Closing Date an opinion of Buyer Counsel Xxxxxxx Xxxxx Xxxxxxx and Ingersoll in form form, scope and substance reasonably acceptable satisfactory to Seller Baird Blue Chip and BuyerAIM Equity, as to the matters set forth on Schedule 6.2(f6.2(g). In rendering such opinion--------------- (h) The transactions contemplated by that certain Agreement and Plan of Reorganization dated December 20, Buyer Counsel may request 1995, between Xxxxx Capital Development Fund, Inc. and rely upon representations contained in certificates AIM Equity acting on behalf of officers of Seller, Buyer and othersAIM Capital Development Fund, and that certain Agreement and Plan of Reorganization dated December 20, 1995 between The Baird Funds, Inc., acting on behalf of Baird Quality Bond Fund, and AIM Funds Group, acting on behalf of AIM Income Fund, shall be consummated on the officers Closing Date. (i) The dividend or dividends described in the last sentence of Seller Section 3.16(b) shall have been declared. (j) A I M Advisors, Inc. ("AIM") shall have executed and Buyer delivered to Baird Blue Chip a certificate to the effect that: (i) its balance sheet as of December 31, 1994 has been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly reflects the financial condition of AIM as of the date indicated; since December 31, 1994 there has not been any change in AIM's financial condition, assets, liabilities or business that would have a material adverse effect upon its ability to provide investment advisory services to the Portfolio and the other funds advised by AIM (the "AIM Funds"). (ii) AIM is, and on the Closing Date shall use their be, registered as an investment adviser under the Investment Advisers Act and, registered as an investment adviser in all states where it is required to be a so registered. (iii) AIM is in compliance in all material respects with all laws, rules and regulations applicable to its business of providing investment advisory services to the Portfolio and the AIM Funds, including, without limitation, federal and state securities laws. (iv) Neither AIM nor any affiliated person of AIM is ineligible to serve an employee, officer, director, member of an advisory board, investment adviser, depositor or principal underwriter of any investment company registered under the Investment Company Act by reason of any conviction of a felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, and is not subject to any order issued by the SEC under Section 9(b) of the Investment Company Act. To the best efforts of AIM's knowledge, no facts exist with respect to make available AIM, or any Affiliated Person of AIM, which would form a basis for any such truthful certificatesconviction or the issuance of any such order, judgment or decree. (v) No litigation, proceeding or governmental investigation or inquiry is pending or, to the best of AIM's knowledge, threatened, against AIM that, if determined against AIM would be reasonably likely to have a material adverse effect on the Portfolio or a material adverse effect on AIM's ability to provide investment advisory services to the Portfolio or any of the AIM Funds. (k) The transactions contemplated by that certain Acquisition Agreement dated December 20, 1995 between Xxxxxx X. Xxxxx & Co. Incorporated and A I M Advisors, Inc. shall be consummated on the Closing Date.

Mutual Conditions. The obligations of Seller and Buyer the parties hereto to consummate the Reorganization are Merger shall be subject to the satisfaction, satisfaction at or prior to the Closing Date, of all Date of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) A. No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing or decree which prevents the consummation of the Reorganization on Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Body which prevents the Closing Date consummation of the Merger. B. [Intentionally left blank]. C. No Proceeding shall be instituted by any Governmental Body which seeks to prevent consummation of the Merger or seeking material damages in effectconnection with the transactions contemplated hereby which continues to be outstanding. D. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued by the SEC and no proceedings for that purpose and no similar proceeding in respect of the Proxy Statement shall have been initiated or, to the knowledge of Parent, Merger Sub or the Company, threatened in writing by the SEC. E. The shares of Parent Common Stock issuable to the shareholders of Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance. F. All waiting periods, if any, under the HSR Act relating to the Merger will have expired or terminated early. G. The Shareholder Approval shall have been obtained. H. Parent and Company shall each have received written opinions from their respective tax counsel in the form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the party counsel to either Parent or parties invoking Company does not render such opinion, this condition shall use reasonable efforts nonetheless be deemed to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer be satisfied with respect to Buying Fund Shares such party if counsel to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the other party renders such opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after party. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge purpose of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesopinions.

Mutual Conditions. The respective obligations of Seller and Buyer each party to consummate effect the Reorganization are Share Exchange shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, conditions (any one or more of which may be waived in writing by Seller Purchaser and Buyer, but only if and to the extent that such waiver is mutual. Creative Bellows: (a) All filings required Neither the Purchaser nor Creative Bellows shall be subject to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on any Order by a court of competent jurisdiction which (i) prevents or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and materially delays the consummation of the transactions contemplated herein by Seller and Buyer Share Exchange or (ii) would impose any material limitation on the ability of Purchaser effectively to exercise full rights of ownership of the common stock of Creative Bellows or any material portion of the assets or Business, taken as a whole; (b) No statute, rule or regulation, shall have been made enacted by any Governmental Body that makes the consummation of the Share Exchange illegal; and (c) Purchaser and Creative Bellows shall have received all Consents of Third Parties that are required of such Third Parties prior to the consummation of the Share Exchange, in form and substance acceptable to Purchaser or obtainedCreative Bellows, as the case may be; provided, howeverexcept where the failure to obtain such consent, that such consents, approvals, permits and authorizations may be subject to conditions that approval or authorization would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. . 8.2 Conditions to the Obligations of Purchaser. The obligations of Purchaser under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Creative Bellows contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Creative Bellows that are not so qualified shall be true in all material respects; (b) This Agreement, the Reorganization of Selling Fund and related matters Creative Bellows shall have been approved performed and adopted complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Creative Bellows at or prior to the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. Closing; (c) The assets of Selling Fund to There shall not be acquired threatened, instituted or pending any Proceeding by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions or before any court or Governmental Body requesting or looking toward an Order that (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment companyi) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary restrains or permanent injunction or other order issued by any Governmental Authority preventing prohibits the consummation of the Reorganization Share Exchange, (ii) could have a Material Adverse Effect on Purchaser’s ability to exercise control over or manage Creative Bellows after the Closing Date shall be in effector (iii) could have a Material Adverse Effect on Creative Bellows; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (ed) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after On the Closing Date, and there shall be no stop order suspending effective Order issued by a court of competent jurisdiction restraining or prohibiting the effectiveness thereof shall have been issued and, to the best knowledge consummation of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.Share Exchange; 34

Mutual Conditions. The obligations of Seller and Buyer to consummate the Reorganization are subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets Assets of Selling Fund to be acquired by Buying Shell Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets Assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Shell Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller AAF and Buyer AGS to consummate the Reorganization are is subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which (other than that is paragraph (d)) may be waived in writing by Seller AAF and BuyerAGS, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller AAF and Buyer AGS shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling the Acquired Fund and related matters shall have been approved and adopted at the Acquired Fund Shareholders Meeting by the shareholders of Selling the Acquired Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund Assets to be acquired by Buying the Acquiring Fund shall constitute at least 90% of the fair market value of the net assets assets, and at least 70% of the fair market value of the gross assets assets, held by Selling the Acquired Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling the Acquired Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions -- except (other than regular, normal dividends and regular, normal i) redemptions pursuant to the Investment Company Act, and Act not in excess made as part of the requirements Reorganization and (ii) distributions made to conform to its policy of Section 852 distributing all or substantially all of its income and gains to avoid the obligation to pay federal income tax and/or the excise tax under section 4982 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) Code -- after the date of this Agreement shall be included as assets of Selling held by the Acquired Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer AGS with respect to Buying the Acquiring Fund Shares to be issued to Selling Acquired Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller AAF and Buyer AGS shall have received on or before the Closing Date an opinion of Buyer Counsel Xxxxxxxxxxx & Xxxxxxxx LLP in form and substance reasonably acceptable to Seller AAF and BuyerAGS, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel such counsel may request rely as to factual matters, exclusively and rely upon without independent verification, on the representations contained made in this Agreement, which such counsel may treat as representations made to it, or in separate letters addressed to such counsel and any certificates delivered pursuant to this Agreement. Such opinion may state that no opinion is expressed as to the effect of officers the Reorganization on either Fund or any Acquired Fund Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of Seller, Buyer and others, and a taxable year (or on the officers termination or transfer thereof) under a xxxx-to-market system of Seller and Buyer accounting. (g) The dividend or dividends described in the last sentence of Section 3.14(a) shall use their best efforts to make available such truthful certificateshave been declared.

Mutual Conditions. Completion of the Merger is subject to the fulfilment, or waiver by the party entitled to the benefit of the condition, of the conditions precedent set forth in this Article 6. The parties hereto will use all reasonable commercial efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in this Article 6, and will use all commercially reasonable efforts to complete the Merger as promptly as possible. The obligations of Seller WWPP and Buyer AMHC to consummate complete the Reorganization are Merger will be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.conditions precedent: (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters Merger shall have been approved and adopted at the Shareholders Meeting by the shareholders requisite affirmative vote of Selling Fund on the record date by stockholders of WWPP in accordance with the Required Shareholder Vote.CBCA and WWPP’s Articles of Incorporation; (b) closing of the AMHC Minimum Offering and the Plant Acquisition shall have occurred and receipt of all required consents and approvals to the Merger; (c) The assets no provision of Selling Fund to any applicable Law shall be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Acteffect, and not in excess of the requirements of Section 852 of the Codeno judgment, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after injunction, order or decree shall have been entered since the date of this Agreement and shall be included as assets in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of Selling Fund held immediately prior to the ReorganizationMerger, except where the violation of such Law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material adverse effect on WWPP or a material adverse effect on AMHC. (d) No temporary restraining order, preliminary or permanent injunction or the holders of Shares shall have executed a subscription agreement in a form to be agreed upon by the Parties and provide other order issued by any Governmental Authority preventing the consummation of the Reorganization on the Closing Date shall information to AMHC that AMHC determines to be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts reasonably necessary to have any such order or injunction vacatedestablish an exemption from all applicable registration requirements. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares the Parties shall have mutually agreed upon the terms of the AMHC Series A Preferred Stock included in the Certificate of Designations to be issued to Selling Fund Shareholders in connection filed with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge Colorado Secretary of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities ActState. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of each of Buyer and ----------------- Seller and Buyer to consummate effect the Reorganization are Closing shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing writing, as to itself, by Seller and Buyer, but only if and to the extent that such waiver is mutual.either party: (a) All filings required to be made prior to the Closing Date withNo order, and all consents, approvals, permits and authorizations required to be obtained on injunction or prior to the Closing Date from, decree issued by any Governmental Authorities in connection with the execution and delivery Authority of this Agreement and competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated herein by Seller and Buyer this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree shall have been made enacted, entered, promulgated or obtainedenforced by any Governmental Authority which prohibits, as restricts or makes illegal consummation of the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.transactions contemplated hereby; (b) This AgreementAll approvals of Governmental Authorities required to consummate the transactions contemplated hereby (including, without limitation, required approvals from the Reorganization insurance regulatory authorities of Selling Fund the States of New York, California (if required), Georgia and related matters Texas) shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund obtained without any conditions, restrictions or limitations which would reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the record date by business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of (i) Buyer and its subsidiaries, taken as a whole, or (ii) HoldCo and its subsidiaries (including the Required Shareholder Vote.Insurance Subsidiaries and any other entities which will be subsidiaries of HoldCo immediately after the Closing has occurred), taken as a whole, and such consents, approvals and waivers shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided that, for purposes of this Section 7.3(b) only, in determining whether a material adverse effect with respect to HoldCo would reasonably be expected to occur, the GAAP consolidated stockholders' equity of HoldCo shall be deemed to be equal to the GAAP consolidated stockholders' equity of the Company and its Subsidiaries as of the end of the most recently completed calendar quarter prior to the Closing; (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% In respect of the fair market value notifications of the net assets Buyer and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions Seller pursuant to the Investment Company HSR Act, the applicable waiting period and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement any extensions thereof shall be included as assets of Selling Fund held immediately prior to the Reorganization.have expired or been terminated; and (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing the consummation Article XIII of the Reorganization on the Closing Date Ridge Re Agreement shall be in effect; provided, however, that amended through the party or parties invoking this condition shall use reasonable efforts to have any entering into of the Ridge Re Amendment (and such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization amendment shall have become effective under the Securities Act and shall include an undertaking therein to file effect of eliminating any profit commission payment upon the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge expiration of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under term of such agreement and any commutation payment upon the Securities Actcommutation of such agreement). (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.

Mutual Conditions. The obligations of Seller and Buyer the parties hereto to consummate the Reorganization are Merger shall be subject to the satisfaction, satisfaction at or prior to the Closing Date, of all Date of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: 52 (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) A. No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing or decree which prevents the consummation of the Reorganization on Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Body which prevents the Closing Date consummation of the Merger. B. [Intentionally left blank.] C. No Proceeding shall be instituted by any Governmental Body which seeks to prevent consummation of the Merger or seeking material damages in effectconnection with the transactions contemplated hereby which continues to be outstanding. D. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued by the SEC and no proceedings for that purpose and no similar proceeding in respect of the Proxy Statement shall have been initiated or, to the knowledge of Parent, Merger Sub or the Company, threatened in writing by the SEC. E. The shares of Parent Common Stock issuable to the shareholders of Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance. F. All waiting periods, if any, under the HSR Act relating to the Merger will have expired or terminated early. G. The Shareholder Approval shall have been obtained. H. Parent and Company shall each have received written opinions from their respective tax counsel in the form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the party counsel to either Parent or parties invoking Company does not render such opinion, this condition shall use reasonable efforts nonetheless be deemed to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer be satisfied with respect to Buying Fund Shares such party if counsel to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the other party renders such opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after party. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge purpose of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesopinions.

Mutual Conditions. The obligations of Seller and Buyer the parties hereto to consummate the Reorganization are Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of each and all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction or Governmental Authority of competent jurisdiction which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority preventing which prevents the consummation of the Reorganization on the Closing Date shall be in effect; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacatedMerger. (eb) The Registration Statement on Form N-14 filed by Buyer with respect All waiting periods applicable to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization consummation of the Merger under the HSR Act and any similar law of foreign jurisdictions shall have become effective under expired or been terminated and all approvals of, or filings with, any Governmental Authority (other than the Securities Act and shall include an undertaking therein FCC) required to file consummate the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof transactions contemplated hereby shall have been issued andobtained or made, other than approvals and filings, the failure to obtain or make which, in the best knowledge aggregate, are not reasonably likely to have a Combined Companies Material Adverse Effect. For the purposes of this Agreement, a "Combined Companies Material Adverse Effect" means an event, change, circumstance or effect that has had or is reasonably likely to have a material adverse effect on the business, operations, assets, liabilities or financial condition of Hughes, EchoStar and their respective Subsidiaries, taken as a xxxxx, assuming consummation of the parties heretoMerger, no investigation other than events, changes, circumstances or proceeding for effects that purpose shall have been instituted arise out of or be pendingresult from (w) economic factors affecting the economy or financial markets as a whole or generally affecting the direct broadcast satellite industry, threatened or contemplated under (x) the Securities Act. (f) Seller and Buyer shall have received on or before Hughes Recapitalization, the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, Spin-Off and the officers GM Debt/Equity Xxxxxnges, (y) the announcement of Seller the execution of the this Agreement and Buyer shall use their best efforts the other agreements contemplated hereby (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees) and (z) any and all actions taken by Hughes or EchoStar pursuant to make available such truthful certificatesSection 5.1(b) hereof and the efxxxxx thereof.

Mutual Conditions. The respective obligations of Seller and Buyer each party to consummate effect the Reorganization are Share Exchange shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller Purchaser and Buyer, but only if and to the extent that such waiver is mutual. Nova Furniture: (a) All filings required Neither the Purchaser nor Nova Furniture shall be subject to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on any Order by a court of competent jurisdiction which (i) prevents or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and materially delays the consummation of the transactions contemplated herein by Seller and Buyer Share Exchange or (ii) would impose any material limitation on the ability of Purchaser effectively to exercise full rights of ownership of the shares of Nova Furniture or any material portion of the assets or Business, taken as a whole; (b) No statute, rule or regulation, shall have been made enacted by any Governmental Body that makes the consummation of the Share Exchange illegal; and (c) Purchaser and Nova Furniture shall have received all Consents of Third Parties that are required of such Third Parties prior to the consummation of the Share Exchange, in form and substance acceptable to Purchaser or obtainedNova Furniture, as the case may be; provided, howeverexcept where the failure to obtain such consent, that such consents, approvals, permits and authorizations may be subject to conditions that approval or authorization would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. . 8.2 Conditions to the Obligations of Purchaser. The obligations of Purchaser under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) The representations and warranties of Nova Furniture contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Nova Furniture that are not so qualified shall be true in all material respects; (b) This Agreement, the Reorganization of Selling Fund and related matters Nova Furniture shall have been approved performed and adopted complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Nova Furniture at or prior to the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. Closing; (c) The assets of Selling Fund to There shall not be acquired threatened, instituted or pending any Proceeding by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions or before any court or Governmental Body requesting or looking toward an Order that (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment companyi) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary restrains or permanent injunction or other order issued by any Governmental Authority preventing prohibits the consummation of the Reorganization Share Exchange, (ii) could have a Material Adverse Effect on Purchaser’s ability to exercise control over or manage Nova Furniture after the Closing Date shall be in effector (iii) could have a Material Adverse Effect on Nova Furniture; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated. (ed) The Registration Statement on Form N-14 filed by Buyer with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after On the Closing Date, and there shall be no stop order suspending effective Order issued by a court of competent jurisdiction restraining or prohibiting the effectiveness thereof shall have been issued and, to the best knowledge consummation of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.Share Exchange; 33

Mutual Conditions. The obligations of Seller and Buyer the parties hereto to consummate the Reorganization are Merger shall be subject to the satisfaction, satisfaction at or prior to the Closing Date, of all Date of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual.: (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from, Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at the Shareholders Meeting by the shareholders of Selling Fund on the record date by the Required Shareholder Vote. (c) The assets of Selling Fund to be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) A. No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority preventing or decree which prevents the consummation of the Reorganization on Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Body which prevents the Closing Date consummation of the Merger. B. [Intentionally Left Blank]. C. No Proceeding shall be instituted by any Governmental Body which seeks to prevent consummation of the Merger or seeking material damages in effectconnection with the transactions contemplated hereby which continues to be outstanding. D. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued by the SEC and no proceedings for that purpose and no similar proceeding in respect of the Proxy Statement shall have been initiated or, to the knowledge of Parent, Merger Sub or the Company, threatened in writing by the SEC. E. The shares of Parent Common Stock issuable to the shareholders of Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance. F. All waiting periods, if any, under the HSR Act relating to the Merger will have expired or terminated early. G. The Shareholder Approval shall have been obtained. H. Parent and Company shall each have received written opinions from their respective tax counsel in the form and substance reasonably satisfactory to them, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; provided, however, that if the party counsel to either Parent or parties invoking Company does not render such opinion, this condition shall use reasonable efforts nonetheless be deemed to have any such order or injunction vacated. (e) The Registration Statement on Form N-14 filed by Buyer be satisfied with respect to Buying Fund Shares such party if counsel to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under the Securities Act and shall include an undertaking therein to file the other party renders such opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after party. The parties to this Agreement agree to make such reasonable representations as requested by such counsel for the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge purpose of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificatesopinions.

Mutual Conditions. The obligations respective obligation of Seller and Buyer each Party to consummate the Reorganization are purchase and issuance and sale of the Notes shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following further conditions, any one or more of which may be waived in writing by Seller and Buyer, but only if and to the extent that such waiver is mutual. (a) All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained satisfaction on or prior to the Closing Date fromof each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authorities in connection with the execution and delivery Authority of this Agreement and competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated herein by Seller and Buyer shall have been made or obtained, as the case may be; provided, however, that such consents, approvals, permits and authorizations may be subject to conditions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) This this Agreement, the Reorganization of Selling Fund and related matters shall have been approved and adopted at Transaction Documents or the Shareholders Meeting Acquisition Agreement, or makes the transactions contemplated by this Agreement, the shareholders of Selling Fund on Transaction Documents or the record date by the Required Shareholder Vote.Acquisition Agreement illegal; (cii) The assets of Selling Fund to there shall not be acquired by Buying Fund shall constitute at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by Selling Fund immediately prior to the Reorganization. For purposes of this Section 6.2(c), assets used by Selling Fund to pay the expenses it incurs in connection with this Agreement and the Reorganization and to effect all shareholder redemptions and distributions (other than regular, normal dividends and regular, normal redemptions pursuant to the Investment Company Act, and not in excess of the requirements of Section 852 of the Code, occurring in the ordinary course of Selling Fund's business as a series of an open-end management investment company) after the date of this Agreement shall be included as assets of Selling Fund held immediately prior to the Reorganization. (d) No temporary restraining order, preliminary or permanent injunction or other order issued pending any Action by any Governmental Authority preventing seeking to restrain, preclude, enjoin or prohibit the consummation transactions contemplated by this Agreement, the Transaction Documents or the Acquisition Agreement; (iii) all closing conditions (other than payment of the Reorganization purchase price) required to consummate the Acquisition have been satisfied or waived, the parties to the Acquisition Agreement are prepared to consummate the Acquisition substantially on the Closing Date terms set forth therein and the Acquisition shall be in effectso close concurrently with the purchase and sale of the Notes as contemplated herein; provided, however, that the party or parties invoking this condition shall use reasonable efforts to have any such order or injunction vacated.and (eiv) The all actions as are necessary to amend or obtain consents and waivers under the 2012 Registration Statement on Form N-14 filed by Buyer Rights Agreement with respect to Buying Fund Shares to be issued to Selling Fund Shareholders in connection with the Reorganization shall have become effective under Company’s entry into the Securities Act and shall include an undertaking therein to file the opinion referenced in Section 6.2(f) as a post-effective amendment to such Registration Statement after the Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities ActRights Agreement. (f) Seller and Buyer shall have received on or before the Closing Date an opinion of Buyer Counsel in form and substance reasonably acceptable to Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering such opinion, Buyer Counsel may request and rely upon representations contained in certificates of officers of Seller, Buyer and others, and the officers of Seller and Buyer shall use their best efforts to make available such truthful certificates.