Common use of Other Conditions to the Obligations of Buyer Clause in Contracts

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) All representations and warranties of Seller and the Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects as of the Closing Date as if made at and as of such time (except that the accuracy of representations and warranties that by their terms speak as of some other date will be determined as of such date); (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded Indebtedness.

Other Conditions to the Obligations of Buyer. The In addition to the conditions listed in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawXxxxx, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (a) All (i) The Significant Representations and the representations and warranties of Seller and the Sellers set forth in Section 3.8(a)(ii) (Absence of Certain Developments - No Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, Material Adverse Effect) shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are not so qualified specifically made as of a particular date shall be true and correct in all material respects as of such date); and (ii) all other representations and warranties of Sellers contained in Article 3 of this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made at on and as of such time the Closing Date (except that the accuracy of any such representations and warranties that by their terms speak are specifically made as of some other a particular date will shall be determined true and correct as of such specified date);, except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Seller and the Company Sellers shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from Since the date of this Agreementhereof, there shall not have occurred any no Company Material Adverse Effect; (d) prior to or at the Closing, Seller Effect shall have delivered the following closing documents in form occurred and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated be continuing as of the Closing Date. (d) Xxxxx shall have received a certificate, to dated the effect Closing Date and signed by Sellers that each of the conditions specified set forth in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) heretosatisfied. (e) prior to or at the Closing, Seller Sellers shall have delivered to Buyer the item contemplated by Section 2.3(b);Payoff Letters from the creditors in respect of the Indebtedness of the Acquired Companies that is paid off at Closing. (f) the Closing Escrow Agreement Sellers shall have been delivered to Buyer a counterpart of each Ancillary Agreement to which Sellers or any of their Affiliates is a party, duly executed by Seller and the Escrow Agent; andSellers or such Affiliate. (g) Seller The Company shall have received purchased, with funds which may be drawn from the Closing Payment, from Flagstone Island Gardens LLC, a Delaware limited liability company (“Flagstone”), the 20% membership interest of IGDH, owned by Flagstone, on terms and provided Buyer with conditions reasonably satisfactory to Buyer. (h) Sellers shall have obtained written approval from the City Manager for the assignment of that certain Xxxxxx Component Ground Lease dated April 13, 2020 between Flagstone, as tenant, and The City of Miami, a municipal corporation of the State of Florida (“The City of Miami”), as landlord, as assigned to Island Gardens Deep Harbour, LLC, a Delaware limited liability company. (i) Sellers shall have obtained written Consent from WICO for the transactions contemplated by this Agreement pursuant to that certain Amended and Restated Development and Lease Agreement - Upland, dated August 1, 2012, by and between Yacht Haven USVI LLC, a copy U.S. Virgin Islands limited liability company, and WICO, and pursuant to that certain Amended and Restated Development and Lease Agreement - Marina, dated August 1, 2012, by and between YHUSVI Marina, LLC, a U.S. Virgin Islands limited liability company, and WICO, substantially in the form of Exhibit F hereto; provided that if the Consent from WICO is not obtained within 30 days following the date of the paysubmission of the request to WICO (along with all information required to be provided by Buyer for such submission), then Sellers may either (i) extend such 30-off letters in day period or (ii) require that Buyer either (x) waive this Section 7.2(i) as a form condition for the Closing or (y) terminate this Agreement. (i) The Company shall have purchased from Island Capital Group LLC, a Delaware limited liability company (“ICG”), the 2% membership interest of YHG Lender LLC, a Delaware limited liability company (“YHG Lender”), owned by ICG, on terms and conditions reasonably acceptable satisfactory to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmationeither the Company shall have terminated or YH Incentives LLC shall have surrendered the 3% interest in YHG Lender on terms and conditions reasonably satisfactory to Buyer, and shall have otherwise acquired 100% of the equity of YHG Lender. (k) The Company shall have purchased from Edbor Investments LLC, a New Jersey limited liability company (“Edbor”), the 36.47% membership interest of IGY-Red Frog LLC, a Delaware limited liability company, owned by Xxxxx, on terms and conditions reasonably satisfactory to Buyer. (l) Sellers shall have caused the actions described in Buyer’s reasonable judgment, indicating Annex A with respect to each of the Miami Interests and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessXxxxxxx Bay Interests to be consummated on the Closing Date immediately prior to Closing.

Other Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions sale and purchase of the bcIMC Interest contemplated by this Joinder Agreement are (the “bcIMC Interest Purchase”) is subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further additional conditions: (a) All the representations and warranties of Seller and the Company contained bcIMC Sellers made by the bcIMC Sellers in ARTICLE 3 and ARTICLE 4 that are qualified Section 2(d) of this Joinder Agreement (without giving effect to any limitation or qualification as to their “materiality” (including the word “material”) or “Company Material Adverse Effect” contained therein), shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects as of the Closing Date as if though made at on and as of the Closing Date (unless made as of a specified date, in which case such time (except that the accuracy of representations and warranties that by their terms speak as of some other date will shall be determined true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct in the aggregate would not have a Company Material Adverse Effect; (b) the Fundamental Representations of the bcIMC Sellers shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (unless made as of a specified date, in which case such representations and warranties shall be so true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct would have only a de minimis adverse effect on the Buyer; (c) each bcIMC Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under the Company and Seller, respectively, under Purchase Agreement or this Joinder Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, each bcIMC Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and each bcIMC Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a4(a), Section 4(b) and Section 7.2(b4(c) hereof have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy certificate from each bcIMC Seller (or, if such bcIMC Seller is a disregarded entity for U.S. federal income tax purposes, a certificate from such bcIMC Sellers’ regarded owner for such purposes) certifying, in accordance with section 1.1445- 2(b)(2) of the resolutions Treasury Regulations promulgated under the Code, that it is not a “foreign person” for purposes of Section 897 of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyCode; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the resignation letters from all directors and officers (if of the Company and the MUI Subsidiaries who are employees, officers or directors of any bcIMC Seller or their respective Affiliates as requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller bcIMC Sellers shall have delivered the item items contemplated by Section 2.3(b); (f2.5(a)(ii) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessPurchase Agreement.

Other Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer Buyer) of the following further additional conditions: (a) All each of the representations and warranties of Seller and the Company contained in ARTICLE 3 Article III and ARTICLE 4 that are qualified as to their materiality, Article IV of this Agreement (taking into account any supplement delivered in accordance with Section 6.9) shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects as of the Closing Date as if though made at and as of such time (except that the accuracy of other than representations and warranties that by their terms speak as of some other another specific date will or time (including, for the avoidance of doubt, any representation or warranty specified herein as being made as of or through the Effective Date), which need only be determined true and correct as of such datedate or time), except to the extent that any and all failures of such representations and warranties to be so true and correct, taken as a whole, would not reasonably be expected to have a Material Adverse Effect; (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, Seller under this Agreement on or prior to before the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) the documents required in accordance with Section 2.3, (ii) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company satisfied, and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate of an authorized officer of Seller, dated as of the Closing Date, attaching (A) its certificate of formation, as certified by the Secretary of State of the State of Delaware, (B) certificates from appropriate Governmental Entities, dated as of a recent date, as to the good standing and legal existence of Seller in Delaware and in each jurisdiction in which it is qualified to do business and (C) a copy of the resolutions of the members of Seller authorizing the execution execution, delivery and delivery performance of this Agreement, the Agreement Seller Documents and the consummation of the transactions contemplated herebyTransactions; (ivd) written resignations of each of the directors Each Affiliate Contract other than those Affiliate Contracts that are solely between Group Companies shall have been terminated and officers (if requested by Buyer) of each no Group CompanyCompany has any Liability or other obligations arising from or related to such termination; (ve) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) Interim Reorganization shall have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b)occurred; and (ixf) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller no Material Adverse Effect shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectivelyoccurred, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders effect of all Funded Indebtedness have received funds paying off such Funded Indebtednesswhich is continuing.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Stock Purchase are subject to the satisfaction or, if permitted by applicable Lawlaw, waiver by Buyer of the following further conditions: (a) All representations and warranties Each of Seller and (i) the Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date as if (other than such Fundamental Representations made at on and as of such time a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date), and (except that ii) the accuracy of representations and warranties that by their terms speak of the Company and Seller set forth in Article 2 hereof other than the Fundamental Representations, without giving effect any materiality or Company Material Adverse Effect qualifications therein, shall be true and correct in all respects as of some the date of this Agreement and the Closing Date as though made on and as of the Closing Date (other date will than such representations and warranties made on and as of a specified date, in which case the same shall continue on the Closing Date to be determined true and correct as of the specified date), except to the extent that the failure of such representation and warranties to be true and correct as of such date)dates would not have a Company Material Adverse Effect, and Buyer shall have received a certificate of an officer of the Company signed on behalf of the Company to such effect; (b) Seller and the Company and Seller shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, Seller under this Agreement on or prior to the Closing Date, and Buyer shall have received a certificate signed by an officer of each of the Company and Seller to such effect; (c) Buyer shall have received evidence satisfactory to Buyer that the consents listed on Schedule 5.2(c) have been received from the appropriate Governmental Entities and third Persons; (d) the Company shall have received and provided copies to Buyer of one or more pay-off letters with respect to amounts outstanding pursuant to the Credit Agreement and any other Closing Date Funded Indebtedness (other than Outstanding Capital Lease Obligations); (e) the Company shall deliver, or shall cause to be delivered to Buyer a certification of non-foreign status duly executed by Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b); (f) Buyer shall have received the resignations of those directors and officers of the Target Companies identified on Schedule 5.2(f), effective as of the Closing Date; (g) the Company shall have provided Buyer, at the Company’s sole cost and expense, copies of those certain financial statements contemplated to be reviewed or audited (as applicable) pursuant to that certain letter agreement, dated as of April 4, 2014, between Xxxxxx & Xxxxx, PLLC and EQ Holdings, Inc., as reviewed or audited (as applicable) by Xxxxxx & Xxxxx, PLLC; and (h) since the date of this Agreement, there shall not have occurred any a Company Material Adverse Effect; (d) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded Indebtedness.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer Buyer) of the following further conditions: (a) All representations and warranties of Seller and the Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified Fundamental Representations shall be true and correct in all material but de minimis respects as of the Closing Date as if though made at on and as of the Closing Date, except to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some other date will a specified date, in which case the same shall continue on the Closing Date to be determined true and current in all but de minimis respects as of such specified date); (b) the representations and warranties set forth in Article 3 and Article 4 hereof (other than the Fundamental Representations) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and current as of such specified date and (ii) to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (c) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (cd) from since the date of this Agreement, there no change, event or circumstance shall not have occurred any that has had, or would reasonably be expected to have, a Company Material Adverse Effect; (de) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b), Section 7.2(c) and Section 7.2(b7.2(d) have been satisfied by the Company and Seller (the “Company Certificate”)are satisfied; (ii) evidence of resignation or removal, effective as of the Closing, of directors and officers of each Group Company (other than any such directors or officers that Buyer requests prior to the Closing not to resign at the Closing); (iii) a certified copy certificate executed by the Secretary of Seller certifying complete and correct copies of the resolutions of the Company’s and Seller’s board of directors of the Seller, authorizing the execution execution, delivery and delivery performance of this Agreement and the Agreement Ancillary Documents and the consummation of the transactions contemplated herebyhereby and thereby; (iiiiv) a certified copy certificate executed by the Secretary of the Company certifying: (i) the Governing Documents of each Group Company as in effect immediately prior to the Closing, and (ii) complete and correct copies of the resolutions of the members board of Seller directors of the Company, authorizing the execution execution, delivery and delivery performance of this Agreement and the Agreement Ancillary Documents and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors hereby and officers (if requested by Buyer) of each Group Companythereby; (v) evidence that a certificate of good standing for each Group Company from the Credit Agreements listed as items 1state of its jurisdiction of organization, 2 and 3 on Schedule 3.6(adated within ten (10) have been terminatedBusiness Days of the Closing Date; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of stock certificates representing the applicable Group CompanyShares, each together with a stock power duly executed in blank; (vii) evidence that of the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that termination of the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, Management Services Agreement and approvals that are those agreements listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b7.2(e)(vii); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy copies of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of Letters for all Closing Date Funded Indebtedness have received funds paying off such Funded Indebtednessunder the Credit Agreement.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (a) All (i) each of the representations and warranties of Seller and the Company contained set forth in ARTICLE 3 hereof and Seller set forth in ARTICLE 4 that are qualified hereof (except for the Fundamental Representations, as to their materialitydefined below, shall be true and correct and any such the representations and warranties that are not so qualified in Section 3.7(a)) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if though made at on and as of the Closing Date, except to the extent such time representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date and to the extent the failure of any such representations and warranties to be true and correct as of such dates would not (disregarding all qualifications or limitations therein as to materiality or Company Material Adverse Effect) have a Company Material Adverse Effect; (ii) the representations and warranties in Section 3.7(a) (Absence of Changes) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date and (iii) each of the representations and warranties set forth in Section 3.1 (Organization and Qualifications; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.16 (Brokers), Section 3.18 (Transactions with Affiliates), Section 4.1 (Organization), Section 4.2 (Authority), Section 4.4 (Brokers) and Section 4.5 (Title to the Units; Ownership of Seller) (collectively, the “Fundamental Representations”) shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that the accuracy of such representations and warranties that by their terms speak are made as of some other a specific date will need only be determined true and correct as of such the specified date);, except for de minimis inaccuracies. (b) Seller and the Company shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, Seller the Company shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (fd) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (ge) Seller from the date of this Agreement, there shall not have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if occurred any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessCompany Material Adverse Effect.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable LawLegal Requirement, waiver by Buyer of the following further conditions: (a) All the representations and warranties of Seller and the Company contained (i) that constitute the Company Fundamental Representations (other than the representations and warranties in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, Section 3.2) shall be have been true and correct in all respects as of the date of this Agreement and any such representations and warranties that are not so qualified shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made at on and as of such time date (except that to the accuracy of extent such representations and warranties that by their terms speak are specifically made as of some other date will a particular date, in which case such representations and warranties shall be determined true and correct as of such date);, (ii) set forth in Sections 3.2 and 3.29 shall be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects, subject only to de minimus exceptions in the case of Section 3.2, on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date), and (iii) contained in this Agreement (other than the Company Fundamental Representations) will be true and correct in all respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date (except for those representations and warranties which address matters only as of a particular date, in which case such representations and warranties shall be true and correct as of such date) except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Company Material Adverse Effect, provided, however, for purposes of this clause (iii), all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of the representations and warranties of Company contained in this Agreement will be disregarded. (b) Seller and the Company shall will have performed and or complied with in all material respects with all its agreements and covenants required by this Agreement to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing DateEffective Time; (c) from since the date of this Agreement, there shall not have occurred any no Company Material Adverse EffectEffect has occurred that is continuing; (d) at or prior to or at the Closing, Seller the Company shall have delivered the following closing documents in form and substance reasonably acceptable delivered, or caused to Buyer: (i) be delivered, to Buyer a certificate of duly executed by an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a6.2(a), Section 6.2(b) and Section 7.2(b6.2(c) are satisfied, in a form and substance reasonably satisfactory to Buyer; (e) Bxxxx will have been satisfied by received a duly executed copy of a customary resignation letter from each of member of the Company Board and board or governing equivalent of any Subsidiary of the Company and Seller (the “Company Certificate”); (ii) a certified copy each officer of the resolutions Company (as contemplated by Section 5.15) and each of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of Subsidiaries, as applicable, pursuant to which each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or such person will resign at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b)Effective Time; (f) the Closing Escrow Agreement TSX-V shall have been approved the de-listing of the Company Shares following the Effective Time, subject to completion of the Arrangement; (g) at or prior to the Closing, the Company shall have delivered to Buyer a fully executed by Seller and the Escrow AgentCresence Agreement Amendment; and (gh) Seller Company Shareholders shall not have received and provided Buyer validly exercised Arrangement Dissent Rights in connection with (i) a copy the Arrangement with respect to more than 10% of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) issued and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded Indebtednessoutstanding Company Shares.

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (a) All representations and warranties (i) Each of the Seller and the Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, Fundamental Warranties shall be true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are not so qualified specifically made as of a particular date shall be true and correct in all material respects (other than de minimis inaccuracies) as of such date) and (ii) each of the representations and warranties of Seller contained in Article 3 of this Agreement (other than the Seller Fundamental Warranties) shall be true and correct as of the Closing Date with the same force and effect as if made at on and as of such time the Closing Date (except that the accuracy of any such representations and warranties that by their terms speak are specifically made as of some other a particular date will shall be determined true and correct as of such specified date), except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein) has not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) Seller and the Company shall have performed and complied in all material respects with all each of the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date; (c) from Buyer shall have received a certificate, dated the date Closing Date and signed by a duly authorized officer of Seller, stating on behalf of Seller that each of the conditions set forth in this AgreementSection 7.2 (other than this Section 7.2(c)), there shall not have occurred any Company Material Adverse Effectbeen satisfied; (d) Since the date hereof, no Company Material Adverse Effect shall have occurred; (e) The Pre-Closing Restructuring shall have been consummated in accordance with the terms hereof (except for any Specified Transfer, which if not consummated prior to or at the ClosingClosing shall remain subject to Section 5.17(b) and Section 5.17(c)), and Seller shall have delivered provided Buyer with evidence of the following closing registration of the applicable corporate documents related to the Pre-Closing Restructuring with the applicable Boards of Trade as set forth on Exhibit E; (f) Seller shall have filed a request in writing for the written authorization by the Brazilian Army to change the applicable Acquired Company’s registration data with the Brazilian Army as a result of the transactions contemplated hereby; (g) The Parties shall have finalized the Intellectual Property License Agreement, in accordance with the terms set forth on Exhibit D and otherwise in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ixh) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders a counterpart of all Funded Indebtedness included in Closing Indebtednesseach Ancillary Agreement to which Seller or any of its Affiliates is a party, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders duly executed on behalf of all Funded Indebtedness have received funds paying off Seller or such Funded IndebtednessAffiliate.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (a) All the representations and warranties of Seller Sellers set forth in Section 3.1, Section 3.2(a)(i), Section 3.5(a) and the Company contained in ARTICLE 3 (b), and ARTICLE 4 that are qualified as to their materiality, Section 3.18 shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are not so qualified specifically made as of a particular date shall be true and correct in all material respects as of such date) and (ii) the representations and warranties of Sellers contained in Article 3 of this Agreement (other than those set forth in clause (i) of this Section 7.2(a)) shall be true and correct as of the Closing Date with the same force and effect as if made at on and as of such time the Closing Date (except that the accuracy of any such representations and warranties that by their terms speak are specifically made as of some other a particular date will shall be determined true and correct as of such specified date);, except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Seller and the Company Sellers shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from Since the date of this Agreementhereof, there shall not have occurred any Company no Material Adverse Effect;Effect shall have occurred. (d) prior to or at the Closing, Seller Buyer shall have delivered received a certificate, dated the following closing documents in form Closing Date and substance reasonably acceptable to Buyer: (i) signed by a certificate of an duly authorized officer of the Company and each Seller, dated as stating on behalf of such Seller that each of the Closing Date, to the effect that the conditions specified set forth in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) heretosatisfied. (e) prior to or at The Consents identified on Section 7.2(e) of the Closing, Seller Sellers Disclosure Schedule shall have delivered the item contemplated by Section 2.3(b);been obtained. (f) Buyer shall have received (or waived) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; anddeliveries set forth in Section 2.4(b)(ii). (g) Seller The Restructuring shall have received and provided Buyer been consummated by Sellers in accordance with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessRestructuring Plan.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) All the representations and warranties of the Company set forth in Article 3 and of the Sellers set forth in Article 4 hereof (other than the Seller Fundamental Representations and the Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified set forth in Section 3.8(a)) shall be true and correct in all material respects (without regard to any qualifications or references to Material Adverse Effect, “material”, or any other materiality qualifications or references contained in any specific representation or warranty) in each case as of the date of this Agreement and as of the Closing Date as if though made at on and as of the Closing Date, except, in each case, (i) to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some other a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date will and (ii) to the extent that the events, changes, occurrences and circumstances that cause such representations and warranties to not be determined true and correct as of such applicable dates, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects (except for any de minimis inaccuracy) and the representations and warranties set forth in Section 3.8(a) shall be true and correct in all respects, in each case as, of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date), in which case the same shall continue on the Closing Date to be true and correct as of the specified date; (b) the Sellers, or the Seller Representative on behalf of the Sellers, as applicable, and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Sellers, or the Seller Representative on behalf of the Sellers, as applicable, and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from since the date of this Agreement, there no event, change, occurrence or circumstance shall not have occurred any Company that has had or would reasonably be expected to have a Material Adverse Effect; (d) prior to or at the Closing, Seller the Company shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(b7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”)Company; (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Company and each of the directors of the other Group Company; Companies that are directors, officers or employees of AIG or NSM Holdings or any of their Affiliates (vii) evidence that other than the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(bGroup Companies); and (ixiv) copies a certificate from Company, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, for purposes of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto.satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-11T(d)(2)(i); (e) prior to or at the Closing, each Seller shall have delivered the item items contemplated by Section 2.3(b2.3(a); (f) the Closing Escrow Agreement shall have been executed by the Seller Representative and the Escrow Agent; and; (g) Seller the Second Amended and Restated Limited Liability Company Agreement of the Company shall have been executed by the Company and each Rollover Seller; (h) the Company shall have received and provided Buyer with (i) a copy of the pay-off letters letter(s) relating to the Indebtedness outstanding under the Credit Facilities in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) unless Buyer has provided to the Sellers written confirmation that Buyer does not intend to repay the Indebtedness outstanding under the Credit Facilities prior to the date that is one (1) day after the satisfaction (or waiver) of the conditions set forth in Article 7 (other than this Section 7.2(h) or those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party); and (i) The Employment Agreements shall be executed and (ii) confirmation, in Buyer’s reasonable judgment, indicating not revoked and confirming that each employee party thereto shall not have terminated employment or given notice of any intention to terminate employment with the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessGroup Companies.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) All The representations and warranties of Seller the Company in Section 3.1(a) (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of Group Companies), Section 3.3 (Authority) and Section 3.21 (Holding Company) and the representations of Seller contained in Section 4.1 (Authority), and Section 4.3 (Title to the Shares) hereof (such representations of the Company and Seller, collectively, the “Specified Representations”) and the other representations of Seller contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified IV shall be true and correct in all material respects as of the Closing Date as if though made at on and as of the Closing Date, except to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some a specified date, in which case the same shall continue on the Closing Date to be true and correct in all material respects as of the specified date. The representations and warranties of the Company set forth in ARTICLE III hereof (other than the Specified Representations) shall be true and correct in all respects (without regard to any materiality, material adverse effect, Company Material Adverse Effect or similar materiality qualifications set forth in any such representations or warranties but, for the avoidance of doubt, with regard to knowledge and dollar threshold qualifications) as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date will and (ii) to the extent that the facts, events and circumstances that cause such representations and warranties to not be determined true and correct as of such date)dates would not have or would not reasonably be expected to have a Company Material Adverse Effect; (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from prior to or at the date Closing, the Company shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of this Agreementan authorized officer of the Company, there shall not dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b), as applicable to the Company, have occurred any been satisfied by the Company; (ii) a certified copy of the resolutions of the Company’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) written resignations of each of the directors of each Group Company Material Adverse Effectand, at the request of Buyer, evidence of the appointment of a designee of Buyer to the board of directors of each Group Company as of immediately prior to the Closing; (d) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) as applicable to Seller, have been satisfied by the Company and Seller (the “Company Certificate”)Seller; (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors (or comparable governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item items contemplated by Section 2.3(b2.3(a); (f) since the Closing Escrow Agreement date of this Agreement, no Group Company shall have been executed by Seller and suffered any change, development, circumstance, event or fact that, individually or in the Escrow Agent; andaggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (g) Seller the Company shall have received and provided Buyer with (i) a copy of the pay-pay off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any financial institutions and other Persons relating to the Credit Facilities (collectively, the “Pay-off Letters”); and (h) and BGI shall not have restated any financial information referenced in Section 3.4(b) or (iic) confirmation(a “Required Financial Information Restatement”) after the date hereof that, in Buyer’s reasonable judgmentthe aggregate, indicating and confirming that results in a decrease in EBITDA of more than $5,000,000 for the holders twelve month period ended June 30, 2010 (excluding the effect of all Funded Indebtedness have received funds paying off such Funded Indebtednessadjustments to reserves in respect of returns or deferred revenue solely as a result of accounting in respect of returns).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) All (i) (x) the representations and warranties of Seller and the Company contained set forth in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, clause (ii) of Section 3.7 shall be true and correct as of the Closing Date as though made on the Closing Date and any such representations (y) each other representation and warranties that are not so qualified warranty of the Company contained in this Agreement shall be true and correct in all material respects (without giving effect to any qualification as to “materiality” or “Company Material Adverse Effect” set forth therein) as of the Closing Date as if though made at on and as of the Closing Date, except (A) to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some other date will a specified date, in which case the same shall continue on the Closing Date to be determined true and correct as of the specified date, and (B) to the extent that the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, and (ii) the representations and warranties of Seller set forth in Article 4 hereof shall be true and correct in all respects (without giving effect to any qualification as to “materiality” or “Company Material Adverse Effect” set forth therein) as of the Closing Date as though made on and as of the Closing Date, except (A) to the extent such representations and warranties are made on and as of a specified date), in which case the same shall continue on the Closing Date to be true and correct as of the specified date, and (B) to the extent that the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Seller’s ability to consummate the transactions contemplated by this Agreement; (b) Seller and the Company shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by Seller and the Company and SellerCompany, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, Seller the Company shall have delivered delivered, or caused to be delivered, the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a)(i) and Section 7.2(b) (as related to the obligations of the Company) have been satisfied by the Company; (ii) a certificate of an authorized officer of Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a7.2(a)(ii) and Section 7.2(b) (as related to the obligations of Seller) have been satisfied by the Company and Seller (the “Company Certificate”)Seller; (iiiii) a certified copy copies of the resolutions of the Company’s and (A) Seller’s board of directors and (B) the Company’s managing member, authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the this Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each a certificate from Seller, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the directors and officers (if requested by Buyer) Code, stating that Seller is not a “foreign person” within the meaning of each Group CompanySection 1445 of the Code; (vd) evidence that the Credit Agreements listed as items 1All consents, 2 authorizations and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts approvals set forth on Schedule 3.18 7.2(d) shall have been terminatedobtained in form and substance reasonably satisfactory to Buyer and shall be in full force and effect on the Closing Date without the imposition of any Burdensome Condition; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item items contemplated by Section 2.3(b2.3(a); (f) each of the Closing Escrow Agreement and the Working Capital Escrow Agreement shall have been executed and delivered to Buyer by Seller and the Escrow Agent; (g) the Assignment and Assumption Agreement shall have been executed and delivered to Buyer by Seller; (h) the Management Services Agreement and the Affiliate Servicing Agreements shall have been executed and delivered to Buyer by the applicable Affiliate of Seller party thereto; (i) all Affiliate Agreements in effect immediately prior to the Closing, other than any Contract set forth on Schedule 6.13, shall be terminated and be of no further force or effect as of the Closing; and (gj) Seller shall have received and provided Buyer with (i) a copy the Company’s consolidated EBITDA for the twelve-month period ending on the last day of the pay-off letters most recently completed fiscal month for which financial statements have been delivered as Required Information pursuant to Section 6.11 hereunder (calculated in a form reasonably acceptable manner consistent with the presentation of EBITDA set forth in the Project Cardinal Offering Memorandum provided to the Buyer from holders of all Funded Indebtedness included in Closing Indebtednessprior to the date hereof, if any adjusted for provision expense on advances) shall not be less than one hundred sixty million dollars (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded Indebtedness$160,000,000).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) All (x) the representations and warranties of Seller and Sellers set forth in Article III, the Company contained in ARTICLE 3 Article IV, ZMC Blocker in Article V and ARTICLE 4 that are qualified as to their materialityManagement Holdcos in Article VI (other than the Seller Fundamental Representations) (in each case, shall disregarding all materiality and “Company Material Adverse Effect” qualifiers set forth therein) will be true and correct in all respects as of the Closing Date as though made on and any as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same will continue on the Closing Date to be true and correct as of the specified date and (ii) to the extent that are the facts, events and circumstances that cause such representations and warranties to not so qualified shall be true and correct as of such dates have not had and would not reasonably be expected to have a Company Material Adverse Effect, (y) each of the Seller Fundamental Representations (other than the representations and warranties under Section 4.2 (Capitalization), Section 5.2 (Capitalization) and Section 6.2 (Capitalization)) will be true and correct in all material respects as of the Closing Date as if though made at on and as of such time the Closing Date (in each case, disregarding all materiality and “Company Material Adverse Effect” qualifiers set forth therein), except those Seller Fundamental Representations that are made on and as of a specified date, in which case the accuracy same will continue on the Closing Date to be true and correct in all material respects as of the specified date, and (z) the representations and warranties that by their terms speak under Section 4.2 (Capitalization), Section 5.2 (Capitalization) and Section 6.2 (Capitalization) shall be true and correct as of some other date will be determined the Closing Date as though made on and as of such the Closing Date except with respect to any de minimis inaccuracies unrelated to Buyer receiving all of the economic equity in the Company, ZMC Blocker and Management Holdcos at Closing, except those representations and warranties under Section 4.2 (Capitalization), Section 5.2 (Capitalization) and Section 6.2 (Capitalization) that are made on and as of a specified date), in which case the same will continue on the Closing Date to be true and correct (except with respect to any de minimis inaccuracies unrelated to Buyer receiving all of the economic equity in the Company, ZMC Blocker and Management Holdcos at Closing) as of the specified date; (b) Seller since the date of this Agreement, there shall not have occurred facts, events or circumstances that have had or would reasonably be expected to have a Company Material Adverse Effect; (c) Sellers, Sellers’ Representative, the Company, ZMC Blocker and the Company shall Management Holdcos will have performed and complied in all material respects with all covenants and agreements which are required by this Agreement to be performed or complied with by the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from Date by Sellers, Sellers’ Representative, the date of this AgreementCompany, there shall not have occurred any Company Material Adverse EffectZMC Blocker and Management Holdcos; (d) prior to or at the Closing, Seller shall The Company will have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) Buyer a certificate of an authorized officer of the Company and SellerCompany, substantially in the form attached hereto as Exhibit F, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a10.2(a), Section 10.2(b) and Section 7.2(b10.2(c) have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall ZMC Blocker will have delivered to Buyer a certificate of an authorized officer of ZMC Blocker, substantially in the item contemplated by form attached hereto as Exhibit F, dated as of the Closing Date, to the effect that the conditions specified in Section 2.3(b10.2(a), Section 10.2(b) and Section 10.2(c) have been satisfied; (f) Each Management Holdco will have delivered to Buyer a certificate of an authorized officer of such Management Holdco, substantially in the form attached hereto as Exhibit F, dated as of the Closing Escrow Agreement shall Date, to the effect that the conditions specified in Section 10.2(a), Section 10.2(b) and Section 10.2(c) have been executed satisfied; (g) No later than five Business Days prior to the Closing, the Company will deliver to Buyer a substantially final draft of a customary payoff letter (the “Credit Facility Pay-off Letter”) in form and substance reasonably satisfactory to Buyer from the lenders with respect to the Credit Facility, which Credit Facility Pay-off Letter will specify (i) the amount necessary to repay in full all outstanding Indebtedness of the Group Companies under the Credit Facility and fully discharge the obligations of the Group Companies with respect thereto, including any and all interest, fees and other amounts, (“Pay-off Amount”), (ii) wire instructions for payment of such Pay-off Amount, and (iii) that upon payment of the Pay-off Amount, all guarantees and Liens, if any, granted by Seller any Group Company in connection with the Credit Facility shall be released and terminated and that the Escrow Agentrelevant Group Company and any of its representatives are authorized to file such documents and instruments (including UCC-3 termination statements) as are necessary to evidence such release and discharge the obligations of the Group Companies with respect thereto, including for the avoidance of doubt, executing deeds of release and ancillary documentation thereto where applicable under local Law; and (gh) Seller shall the Company will have received delivered all other documents, agreements and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable instruments required pursuant to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessSection 2.3(a).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing) by Buyer Buyer, on or prior to the Closing Date, of the following further conditions: (a) All (i) the representations and warranties of Seller and the Company contained set forth in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, Section 3.3 shall be true and correct in all respects as of the date hereof and any such representations as of the Closing Date as though made on and warranties that are not so qualified as of the Closing Date, except for de minimis inaccuracies or changes resulting from exercise of outstanding option, or conversion of outstanding shares of Preferred Stock or Bridge Notes; (ii) the Surviving Representations of the Company and the Shareholders shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if though made at on and as of the Closing Date, except to the extent such time Surviving Representations are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct in all material respects as of the specified date; and (except that iii) the accuracy of other representations and warranties that by their terms speak of the Company set forth in ARTICLE III hereof and of the Shareholders set forth in ARTICLE IV hereof without giving effect to any qualification as to “material,” “materiality,” “Material Adverse Effect” or similar qualification, shall be true and correct in all respects as of some the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (x) to the extent such other date will representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be determined true and correct in all respects as of the specified date, and (y) to the extent the failure of such other representations and warranties to be true and correct as of such date)dates, individually or in the aggregate, would not have a Company Material Adverse Effect; (b) Seller the Shareholders and the Company shall have performed and complied in all material respects with all obligations and covenants required to be performed or complied with by the Shareholders and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date;; and (c) from since the date of this Agreementhereof, there shall have not have occurred any Company Material Adverse Effect or Shareholder Material Adverse Effect; (d) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded Indebtedness.

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (a) All (i) the Sellers Fundamental Representations and Warranties and the representations and warranties of each Seller and the Company contained set forth in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, Section 3.7(a)(iii) shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are not so qualified specifically made as of a particular date shall be true and correct in all material respects as of such date) and (ii) the representations and warranties of each Seller contained in Article 3 of this Agreement (other than those set forth in Section 7.2(a)(i)) shall be true and correct as of the Closing Date with the same force and effect as if made at on and as of such time the Closing Date (except that the accuracy of any such representations and warranties that by their terms speak are specifically made as of some other a particular date will shall be determined true and correct as of such specified date);, except in the case of clause (ii) where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Seller and the Company shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, Seller Buyer shall have delivered received a certificate, dated the following closing documents in form Closing Date and substance reasonably acceptable to Buyer: (i) signed by a certificate of an duly authorized officer of the Company and each Seller, dated as stating on behalf of such Seller, that each of the Closing Date, to the effect that the conditions specified set forth in Section 7.2(a) and Section 7.2(b) applicable to such Seller have been satisfied by the Company and Seller (the “Company Certificate”);satisfied. (iid) Each Seller shall have delivered to Buyer a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations counterpart of each Ancillary Agreement to which such Seller is a party, duly executed on behalf of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) heretosuch Seller. (e) prior to or at the Closing, Each Seller shall have delivered to Buyer the item contemplated by Section 2.3(b);applicable Outstanding Debt Payoff Documents. (f) the Closing Escrow Agreement Vitro shall have been executed by Seller and delivered to Buyer the Escrow Agent; andNet Pension Liabilities Funding Documents. (g) Each Seller shall have received delivered to Buyer a certificate in form and provided Buyer with (i) a copy substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessCode.

Other Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions sale and purchase of the bcIMC Interest contemplated by this Joinder Agreement are (the “bcIMC Interest Purchase”) is subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further additional conditions: (a) All the representations and warranties of Seller and the Company contained bcIMC Sellers made by the bcIMC Sellers in ARTICLE 3 and ARTICLE 4 that are qualified Section 2(d) of this Joinder Agreement (without giving effect to any limitation or qualification as to their “materiality” (including the word “material”) or “Company Material Adverse Effect” contained therein), shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects as of the Closing Date as if though made at on and as of the Closing Date (unless made as of a specified date, in which case such time (except that the accuracy of representations and warranties that by their terms speak as of some other date will shall be determined true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct in the aggregate would not have a Company Material Adverse Effect; (b) the Fundamental Representations of the bcIMC Sellers shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (unless made as of a specified date, in which case such representations and warranties shall be so true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct would have only a de minimis adverse effect on the Buyer; (c) each bcIMC Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under the Company and Seller, respectively, under Purchase Agreement or this Joinder Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) prior to or at the Closing, each bcIMC Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and each bcIMC Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a4(a), Section 4(b) and Section 7.2(b4(c) hereof have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy certificate from each bcIMC Seller (or, if such bcIMC Seller is a disregarded entity for U.S. federal income tax purposes, a certificate from such bcIMC Sellers’ regarded owner for such purposes) certifying, in accordance with section 1.1445- 2(b)(2) of the resolutions Treasury Regulations promulgated under the Code, that it is not a “foreign person” for purposes of Section 897 of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyCode; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the resignation letters from all directors and officers (if of the Company and the MUI Subsidiaries who are employees, officers or directors of any bcIMC Seller or their respective Affiliates as requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b)Xxxxx; and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller bcIMC Sellers shall have delivered the item items contemplated by Section 2.3(b); (f2.5(a)(ii) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessPurchase Agreement.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (a) All the representations and warranties of Seller and the Company contained set forth in ARTICLE 3 hereof and Seller set forth in ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified hereof shall be true and correct in all material respects as of the Closing Date as if though made at on and as of the Closing Date, except (i) to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some other a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date will and (ii) to the extent the failure of such representations and warranties to be determined true and correct as of such date);dates would not have a Company Material Adverse Effect. (b) Seller and the Company Group Companies shall have performed and complied in all material respects with all obligations, covenants and agreements required to be performed or complied with by Seller and the Company and Seller, respectively, Group Companies under this Agreement on or prior to the Closing Date;. (c) from Since the date of this Agreement, there shall have not have occurred any event, occurrence, development or state of circumstances or facts that has had or could reasonably be expected to have (with or without the passage of time) a Company Material Adverse Effect;. (d) prior to or at the Closing, Seller the Buyer shall have delivered received, reviewed and approved the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) ), Section 7.2(b), and Section 7.2(b7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”)Company; (ii) a certified copy written resignations of, or evidence of the resolutions removal of, (A) each of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement Company and the consummation (B) those officers of the transactions contemplated herebyCompany designated in writing by Buyer at least ten (10) Business Days prior to the Closing Date; (iii) a certified copy audited consolidated financial statements of the resolutions Company as of and for the year ended December 31, 2019 and an unqualified opinion of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyindependent auditor; (iv) written resignations a duly executed affidavit of each non-foreign status from Seller, sworn under penalty of perjury, that complies with Treasury Regulations Section 1.1445-2(b), in a form and substance reasonably satisfactory to Buyer, and a properly completed and executed IRS Form W-9 from Seller in a form and substance reasonably acceptable to Buyer, dated as of the directors and officers (if requested by Buyer) of each Group CompanyClosing Date; (v) evidence that a copy of each Debt Payoff Letter duly executed by the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminatedapplicable lender; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out With respect to Seller and each Group Company, a copy of the applicable Group Companyarticles of incorporation or certificate of formation, certified (as of a date not more than twenty (20) days prior to Closing) by the Secretary of State (or equivalent governmental officer) of the state of incorporation or formation, as the case may be; (vii) evidence With respect to Seller and each Group Company, a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the applicable state under the laws of which Seller and each Group Company is incorporated or organized, stating that Seller or the Contracts Group Company, as the case may be, is in good standing, and with respect to each Group Company that is qualified to conduct business in a state (other than its state of incorporation or organization) as set forth on Schedule 3.18 have been terminated;3.1(a), a certificate, dated after the date hereof, of the Secretary of State of such state, stating that the applicable Group Company is in good standing; and (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded IndebtednessSeller.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (a) All (i) the representations and warranties of Seller and the Company contained in ARTICLE 3 and ARTICLE 4 that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified Company Fundamental Representations shall be true and correct in all material respects as of the Closing Date as if though made at on and as of such time the Closing Date, (except that ii) the accuracy of representations and warranties of Seller that by their terms speak are Seller Fundamental Representations shall be true and correct in all material respects as of some the Closing Date as though made on and as of the Closing Date, and (iii) the representations and warranties of the Company and Seller set forth in ARTICLE 3 and ARTICLE 4 hereof (other than the Company Fundamental Representations and the Seller Fundamental Representations) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (A) in the case of clauses (i), (ii) and (iii) above, to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date will and (B) in the cause of clause (iii) above, to the extent the failure of such representations and warranties to be determined true and correct as of such datedates would not have a Company Material Adverse Effect; provided that for the purposes of the foregoing clause (iii), the qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect (other than in respect of any use of the defined terms “Material Contract,” “Material Permit” or “Material Lease”); (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date;; and (c) from since the date of this Agreement, there shall not have occurred any no Company Material Adverse Effect; (d) prior to or at the Closing, Seller Effect shall have delivered the following closing documents in form occurred and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certified copy of the resolutions of the members of Seller authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iv) written resignations of each of the directors and officers (if requested by Buyer) of each Group Company; (v) evidence that the Credit Agreements listed as items 1, 2 and 3 on Schedule 3.6(a) have been terminated; (vi) evidence that the Employee Benefit Plan listed as item 31 on Schedule 3.10(a) has been terminated or transferred out of the applicable Group Company; (vii) evidence that the Contracts set forth on Schedule 3.18 have been terminated; (viii) evidence that the Employee Benefit Plans listed as items 1 through 8 on Schedule 3.10(a) have been terminated in accordance with Section 6.10(b); and (ix) copies of all consents, authorizations, and approvals that are listed on Schedule 7.2(d) hereto. (e) prior to or at the Closing, Seller shall have delivered the item contemplated by Section 2.3(b); (f) the Closing Escrow Agreement shall have been executed by Seller and the Escrow Agent; and (g) Seller shall have received and provided Buyer with (i) a copy of the pay-off letters in a form reasonably acceptable to Buyer from holders of all Funded Indebtedness included in Closing Indebtedness, if any (collectively, the “Pay-off Letters”) and (ii) confirmation, in Buyer’s reasonable judgment, indicating and confirming that the holders of all Funded Indebtedness have received funds paying off such Funded Indebtedness.be continuing. 60