Common use of Other Conditions to the Obligations of Parent and Merger Sub Clause in Contracts

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be subject to the satisfaction, or waiver, to the extent permitted by applicable Law, by Parent and Merger Sub, of each of the following conditions at or prior to the Closing: (a) (i) Each of the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 (collectively, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) shall be true and correct in all respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all respects as of such specified date), (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be 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), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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 of the Company shall have performed and complied in all material respects with the agreements and covenants required to be performed or complied with by it on or prior to the Closing Date. (c) Since the Execution Date, no Company Material Adverse Effect shall have occurred. (d) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition. (e) Parent shall have received a certificate, dated the Closing Date and signed by a duly authorized executive officer of the Company, stating on behalf of the Company that each of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) has been satisfied. (f) Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Date. (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stock. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Closing and to consummate the Merger shall be Transaction are subject to the satisfactionsatisfaction (or, or waiver, to the extent if permitted by applicable Law, waiver in writing by Parent and Merger Sub, of each Parent) of the following conditions at or prior to the Closingfurther conditions: (a) the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the Closing Date as though made on and as of the Closing Date (iother than such representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct in all but de minimis respects only as of the specified date); (b) Each of the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 ARTICLE III (collectively, other than Section 4.28, with the representations and warranties specified those referred to in clause (iiia) of this Section 8.2(aabove), the “Fundamental Representations”) respectively, shall be true and correct in all material respects as of the Execution Date on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except that any other than such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) shall be true and correct in all respects as of the Execution Date and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any a specified date, in which case such representations and warranties that are specifically made as of a particular date shall be so true and correct in all respects only as of such the specified date), (iii) each of except to the representations extent that the facts, events and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall be true and correct as of the Execution Date and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except circumstances that any cause such representations and warranties that are specifically made as of a particular date shall to not be 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 dates have not had a Company Material Adverse Effect included therein), is de minimis, and (iv) each provided that for the purposes of the representations foregoing clause, qualifications as to materiality and warranties of the Company Material Adverse Effect contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall not be true and correct as of such specified dategiven effect), except in the case of subparagraph (iv) 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.; (bc) Each of the Company shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it the Company under this Agreement on or prior to the Closing Date. (c) Since the Execution Date, no Company Material Adverse Effect shall have occurred.; (d) No Governmental Authority since the date hereof, there shall not have enactedoccurred, issuedor be continuing, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition.a Company Material Adverse Effect; (e) Parent the closing deliverables set forth in Section 2.3 shall have received been delivered; and (f) prior to or at the Closing, the Company shall have delivered to Parent a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the Company, stating on behalf of the Company that each of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) has been satisfied. (f) Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and dated as of the Closing Date with Date, in form and substance reasonably acceptable to Parent, to the same force and effect as if made on and as of that the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct conditions specified in all material respects as of such specified dateSections 6.2(a), 6.2(a), 6.2(c) and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Date. (h6.2(d) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stocksatisfied. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be are subject to the satisfactionsatisfaction or, or waiver, to the extent if permitted by applicable Applicable Law, waiver in writing by Parent and Merger Sub, of each of the following conditions Sub at or prior to the ClosingEffective Time of the following further conditions: (a) (i) Each the Company Fundamental Representations shall be true and correct in all respects both when made and as of the Closing Date, as though made on and as of such date, except (A) to the extent such Company Fundamental 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 as of the specified date, (B) where the failure to be so true and correct as of such dates, individually or in the aggregate, have not had and would not reasonably be expected to have more than a de minimis adverse impact on the Group Companies or the Transactions, and (C) solely with respect to the representations and warranties set forth in Section 3.2 (Capitalization of the Group Companies), except for failures to be so true and correct that do not result in any increase in the Purchase Price, and (ii) all other representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 (collectively, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) ARTICLE III hereof shall be true and correct in all respects as of the Execution Date and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date Date, except (except that any A) to the extent such representations and warranties that are specifically made on and as of a particular date shall be true and correct in all respects as of such specified date), (iii) each of in which case the representations and warranties of same shall continue on the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall Closing Date to be true and correct as of the Execution Date specified date and as of (B) to the Closing Date with extent that the same force facts, events and effect as if made on and as of the Closing Date (except circumstances that any cause such representations and warranties that are specifically made as of a particular date shall to not be 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), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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)dates, individually or in the aggregate, has have not had and would not reasonably be expected to have a Company Material Adverse Effect.Effect (provided that for the purposes of this clause (ii), qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect other than those set forth in clause (i) of Section 3.9); (b) Each of the Company shall have performed and complied in all material respects with the all covenants, obligations and agreements and covenants required to be performed or complied with by it the Company under this Agreement on or prior to the Closing Date.; (c) Since the Execution Company shall have delivered the following documents to Parent: (i) a certificate of an authorized officer of the Company, dated as of the Closing Date, no to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(f) are satisfied; (ii) written resignations of (A) each of the directors of the Company Material Adverse Effect shall have occurredand (B) those officers and directors of the Group Companies designated by Parent at least ten Business Days prior to the Closing Date; and (iii) a certificate from the Company, in form and substances as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code. (d) No Governmental Authority the Escrow Agreement shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition.been executed by the Representative; (e) Parent the Company shall have received and provided Parent with a certificate, dated copy of pay-off letter(s) in customary form with respect to the payoff of the Closing Date and signed by a duly authorized executive officer of Funded Indebtedness under the Company, stating on behalf of the Company that each of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) has been satisfied.Credit Facilities; and (f) Parent shall have received a certificate, validly executed by since the Secretary of the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals date of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreementno fact, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and the Principal Stockholder event or circumstance shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Dateoccurred which has had a Company Material Adverse Effect. (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stock. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfaction, satisfaction or waiver, to the extent permitted by applicable Law, waiver by Parent and or Merger Sub, of each Sub of the following conditions at or prior to the Closingfurther conditions: (a) (i) Each of the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 Article 3 hereof and Section 4.28 the Blocker Seller set forth in Article 4 hereof (collectivelyin each case, other than the Fundamental Representations) shall be true and correct in all respects as of the date hereof and as of the Closing as though made on and as of the Closing (disregarding for purposes of this Section 4.287.2(a) any “materiality,” “Material Adverse Effect” or similar qualifications or limitations contained in such representations and warranties (other than in Section 3.7)), with except (x) 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 to be true and correct as of the specified date and (y) to the extent the failure of such representations and warranties to be true and correct as of such dates would not have, and would not reasonably be expected to have, a Material Adverse Effect, (ii) the Fundamental Representations (other than the representations and warranties specified set forth in clause (iii) of this Section 8.2(a), the “Fundamental Representations”3.2) shall be true and correct in all material respects as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date Closing, except to the extent such Fundamental Representations (except that any such other than the representations and warranties that set forth in Section 3.2) are specifically made on and as of a particular date specified date, in which case the same shall continue on the Closing to be true and correct in all material respects as of such the specified date), date and (iiiii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) 3.2 shall be true and correct in all respects as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except that Closing, other than any such representations and warranties that are specifically made as of a particular date shall be true and correct in all respects as of such specified date), (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date)de minimis inaccuracies, except where to the failure to be true and correct as of extent such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) 3.2 are made on and as of a specified date, in which case the same shall continue on the Closing to be so true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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 since the date of this Agreement, no Material Adverse Effect shall have occurred; (c) the Company and the Blocker Seller shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it the Company or the Blocker Seller under this Agreement on or prior to the Closing Date. (c) Since the Execution Date, no Company Material Adverse Effect shall have occurred.Closing; (d) No Governmental Authority the AMCP Restrictive Covenant Agreement shall have enacted, issued, promulgated, enforced or entered any Law or Order that is remain in effect and would constitute or impose any Burdensome Condition.effect; and (e) Parent prior to or at the Closing, the Company and the Blocker Seller shall have received delivered a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the CompanyCompany and Blocker Seller, stating on behalf of the Company that each of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) has been satisfied. (f) Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and dated as of the Closing Date with Date, to the same force and effect as if made on and as of that the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct conditions specified in all material respects as of such specified dateSection 7.2(a), Section 7.2(b) and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Date. (hSection 7.2(c) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stocksatisfied. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be are subject to the satisfactionsatisfaction or, or waiver, to the extent if permitted by applicable Law, waiver by Parent and Merger Sub, of each Sub of the following conditions at or prior to the Closingfurther conditions: (a) (i) Each the Specified Representations and Warranties shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified by Company Material Adverse Effect or materiality, in which case such representations and warranties shall be true and correct in all respects), in each case as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except, in each case, 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 (ii) the other representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 (collectively, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) Article 4 shall be true and correct in all material respects (without regard to any Company Material Adverse Effect or materiality qualifications set forth in any such representation or warranty, except in the case of the Qualified Representations), in each case as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except that any except, in each case, to the extent such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) shall be true and correct in all respects as of the Execution Date and as of the Closing Date with the same force and effect as if made on and as of a specified date, in which case the same shall continue on the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all respects as of such specified date), (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall to be true and correct as of the Execution Date and as specified date); provided that clause (ii) of this condition shall be deemed satisfied if the Closing Date with the same force and effect as if made on and as failure of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be 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), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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)dates, individually or in the aggregate, together with all other failures of such representations and warranties to be so true and correct, has not had and would not reasonably be expected to have a Company Material Adverse Effect.; (b) Each of the Company shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it the Company under this Agreement on or prior to the Closing Date.; (c) Since since the Execution Datedate of this Agreement, no Company Material Adverse Effect shall have occurred., nor shall any changes, events, effects, conditions or circumstances have occurred which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (d) No Governmental Authority prior to or at the Closing, the Company shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition.delivered the following closing documents: (ei) Parent shall have received a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the Company, stating on behalf dated as of the Company Closing Date, certifying that each of the conditions set forth specified in Section 8.2(a), Section 8.2(b7.2(a) and Section 8.2(c7.2(b) has have been satisfied.; (fii) Parent shall have received a certificate, validly executed by certified copy of the Secretary resolutions of the Company, certifying (A) as to ’s board of directors authorizing the valid adoption of resolutions execution and delivery of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained.hereby; (giii) With respect to written resignations of each Support Agreement, the representations and warranties of the Principal Stockholder shall be true directors of each Group Company set forth on Schedule 7.2(d)(iii); (iv) the Estimated Purchase Price Calculations and correct the Closing Consideration Schedule; (v) (A) a statement, in all material respects the form attached hereto as Exhibit F, that Company Equity Securities do not constitute “United States real property interests” made pursuant to Section 897(c) of the Execution Date and as Code for purposes 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified datesatisfying Parent’s obligations under Treasury Regulations Section 1.1445-2(c)(3), and (B) simultaneously with delivery of the Principal Stockholder shall have performed and complied statement described in all material respects clause (A), a form of notice to the Internal Revenue Service in accordance with the agreements and covenants required requirements of Treasury Regulations Section 1.897-2(h)(2), in the form attached hereto as Exhibit G, along with written authorization for Parent to be performed or compiled with by it on or prior deliver such notice form to the Closing Date.Internal Revenue Service on behalf of the Company upon the Closing; and (he) Parent shall have received a counterpart of each Ancillary the Escrow Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to executed by the address in the Company’s records for the holders of the Company Capital StockRepresentative. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfactionsatisfaction or, or waiver, to the extent if permitted by applicable Law, waiver by Parent and Merger Sub, of each of the following conditions at or prior to the Closingfurther conditions: (a) (i) Each of the representations and warranties of the Company set forth in Section 4.1, Section 4.2(aArticle 3 hereof (other than the Fundamental Representations), Section 4.5disregarding all “materiality”, Section 4.25 “Material Adverse Effect” and Section 4.28 (collectivelysimilar qualifications, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) shall be true and correct in all respects as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date Closing, except (except that any A) to the extent such representations and warranties that are specifically made on and as of a particular specified date, in which case the same shall continue as of the Closing to be true and correct as of the specified date and (B) to the extent such failures of such representations and warranties to be so true and correct, when taken as a whole, do not have and would not reasonably be expected to have a Material Adverse Effect, and (ii) the Fundamental Representations, disregarding all “materiality”, “Material Adverse Effect” and similar qualifications, shall be true and correct in all respects as of such the date hereof and as of the Closing as though made on and as of the Closing, except (A) to the extent the Fundamental Representations are made on and as of a specified date), (iii) each in which case the same shall continue as of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall Closing to be true and correct as of the Execution Date and 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 specifically made as of a particular specified date shall be 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), is de minimis, and (ivB) except for de minimis inaccuracies; (b) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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 of the Company Seller Representative shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date.Closing; (c) Since since the Execution Datedate hereof, no Company Material Adverse Effect shall have occurred.has occurred (excluding, for the avoidance of doubt, the effects of any action taken by the Parties pursuant to Section 5.4); (d) No Governmental Authority prior to or at the Closing, the Company shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition. (e) Parent shall have received delivered a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the Company, stating on behalf of the Company that each of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) has been satisfied. (f) Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and dated as of the Closing Date with Date, to the same force effect that the conditions specified in Section 6.2(a), Section 6.2(b) and effect as if made on Section 6.2(c) have been satisfied; and (e) prior to or at the Closing, the Seller Representative shall have taken the actions, and as of delivered the Closing Date (except items, contemplated by Section 2.3(a). Any condition specified in this Section 6.2 may be waived by Parent; provided, that any no such representations and warranties that are specifically made as of a particular date waiver shall be true and correct effective unless it is set forth in all material respects as of such specified date), and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with a writing executed by it on or prior to the Closing DateXxxxxx. (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stock. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Closing and to consummate the Merger shall be Transactions are subject to the satisfactionsatisfaction (or, or waiver, to the extent if permitted by applicable Law, waiver in writing by Parent and Merger Sub, of each Parent) of the following conditions at or prior to the Closingfurther conditions: (a) (i) Each the Fundamental Representations (other than the representations and warranties set forth in Section 3.4(a)-(d)) shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct only as of the specified date) and (ii) the representations and warranties set forth in Section 3.4(a)-(d) shall be true and correct in all respects, other than De Minimis Inaccuracies, on and as of Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct only as of the specified date); (b) the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 ARTICLE III (collectively, other than Section 4.28, with the representations and warranties specified those referred to in clause (iiia) of this Section 8.2(aabove), the “Fundamental Representations”) respectively, shall be true and correct in all material respects as of the Execution Date on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except that any other than such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) shall be true and correct in all respects as of the Execution Date and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any a specified date, in which case such representations and warranties that are specifically made as of a particular date shall be so true and correct in all respects as of such specified date), (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall be true and correct only as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except where to the failure extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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 have not had and or would not reasonably be expected to have a Company Material Adverse Effect.Effect (provided that for the purposes of the foregoing clause, qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect); (bc) Each of the Company shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it the Company under this Agreement on or prior to the Closing Date. (c) Since the Execution Date, no Company Material Adverse Effect shall have occurred.; (d) No Governmental Authority since the date hereof, there shall not have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition.occurred a Company Material Adverse Effect; (e) Parent prior to or at the Closing, the Company shall have received delivered to Parent a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the Company, stating on behalf dated as of the Company Closing Date, in form and substance reasonably acceptable to Parent, to the effect that each of the conditions set forth specified in Section 8.2(aSections 6.2(a), Section 8.2(b6.2(b), 6.2(c) and Section 8.2(c6.2(d) has have been satisfied.; (f) Parent this Agreement shall have received a certificate, validly executed been adopted by the Secretary of Required Member Consent in accordance with applicable Law and the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement ’s Organizational Documents and the transactions contemplated hereunder were unanimously approved by the Company Board Required Member Consent shall remain in full force and (B) the valid adoption of this Agreement effect and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained.shall not have been modified in any adverse manner; (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder Restrictive Covenant Agreements shall be true and correct in all material respects as of the Execution Date and as of the Closing Date with the same full force and effect as if made on and as of the Closing Date (except that shall not have been modified in any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Date.manner; and (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders all of the Company Capital Stockdeliverables set forth in Section 2.3. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be transactions contemplated by this Agreement are subject to the satisfactionsatisfaction or, or waiver, to the extent if permitted by applicable Lawlaw, waiver by Parent and or Merger Sub, of each Sub of the following conditions at or prior to the Closingfurther conditions: (a) (i) Each of other than the Fundamental Representations, the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 (collectively, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) Article 3 hereof shall be true and correct in all respects as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though made on and as of the date hereof and the Closing Date Date, except (except that any x) to the extent such representations and warranties that are specifically made on and as of a particular date shall be true and correct in all respects as of such specified date), (iii) each of in which case the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) same shall be have been true and correct as of the Execution Date specified date and as of (y) to the Closing Date with extent that the same force facts, events and effect as if made on and as of circumstances that cause the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall set forth in Article 3 to not be 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), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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 dates have not had and or would not reasonably be expected to have a Company Material Adverse EffectEffect (provided that for the purposes of the foregoing clause, qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect other than those set forth in Section 3.4(b) and clause (a) of Section 3.7). The Fundamental Representations of the Company shall be true and correct in all respects on and as of the date hereof and the Closing Date as though made on and as of the date hereof and the Closing Date, except (x) to the extent such representations and warranties are made on and as of a specified dated, in which case the same shall have been true and correct as of the specified date and (y) for de minimis errors. (b) Each of the Company shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it them under this Agreement on or prior to the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by a materiality, the Group Companies shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Since From the Execution Datedate of this Agreement, no there shall not have occurred any Company Material Adverse Effect Effect, nor shall any event or events have occurred.occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Company Material Adverse Effect; (d) No Governmental Authority prior to or at the Closing, the Company shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect delivered to Parent and would constitute or impose any Burdensome Condition.Merger Sub the following closing documents: (ei) Parent shall have received a certificate, dated the Closing Date in form and signed by a duly substance reasonably acceptable to Parent, of an authorized executive officer of the Company, stating on behalf dated as of the Company Closing Date, to the effect that each of the conditions set forth specified in Section 8.2(a6.2(a), Section 8.2(b6.2(b) and Section 8.2(c6.2(c) has are satisfied; (ii) written resignations, or other evidence of removal, of all officers, managers and directors of the Group Companies who are officers, partners, directors or employees of Sentinel Capital Partners, L.L.C. or any of its Affiliates (other than any Group Company) from their positions with each Group Company effective as of the Closing; and (iii) a duly executed termination and release of the Management Services Agreement; (e) the Escrow Agreement shall have been satisfied.executed by the Representative and the Escrow Agent; and (f) Parent with respect to the Closing Date Funded Indebtedness of the type referred to in clause (i) of the definition of Funded Indebtedness, the Company shall have received a certificateand provided Parent and Merger Sub three (3) Business Days prior to Closing with copies of customary pay-off letters from each such holder (or from the applicable agent or representative of such holders) of such Closing Date Funded Indebtedness which letter authorizes the release, validly executed by pursuant to UCC-3’s or otherwise, of all Liens on the Secretary assets of the CompanyGroup Companies securing such Closing Date Funded Indebtedness, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder which shall be true in a form reasonably acceptable to Parent and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing DateMerger Sub. (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stock. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Closing and to consummate the Merger shall be Transaction are subject to the satisfactionsatisfaction (or, or waiver, to the extent if permitted by applicable Law, waiver in writing by Parent and Merger Sub, of each Parent) of the following conditions at or prior to the Closingfurther conditions: (a) the Fundamental Representations shall be true and correct in all respects (iin the case of any such representation or warranty qualified by materiality or Company Material Adverse Effect) Each or in all material respects (in the case of any representation or warranty not qualified by materiality or Company Material Adverse Effect) as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are made on and as of a specified date, in which case such representations and warranties shall be true and correct only as of the specified date); (b) the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 (collectively, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth in Section 4.10(a)(ii) shall be true and correct in all respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all respects as of such specified date), (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be 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), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 ARTICLE III (other than the Fundamental Representations and the representations and warranties set forth those referred to in Section 4.10(a)(ii6.2(a)) shall be true and correct as of the Execution Date date of this Agreement and on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (except that any other than such representations and warranties that are specifically made on and as of a particular date specified date, in which case such representations and warranties shall be so true and correct only as of the specified date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such specified date), except in the case of subparagraph (iv) where the failure to be true and correct as of such date (without regard to any qualification as to materiality or dates have not had a Company Material Adverse Effect included therein)(provided that for the purposes of the foregoing clause, individually or in the aggregate, has not had qualifications as to materiality and would not reasonably be expected to have a Company Material Adverse Effect.Effect contained in such representations and warranties shall not be given effect); (bc) Each of the Company shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it the Company under this Agreement on or prior to the Closing Date. (c) Since the Execution Date, no Company Material Adverse Effect shall have occurred.; (d) No Governmental Authority since the date hereof, there shall not have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition.occurred a Company Material Adverse Effect; and (e) Parent prior to or at the Closing, the Company shall have received delivered to Parent a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the Company, stating on behalf of the Company that each of the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) has been satisfied. (f) Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (A) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and dated as of the Closing Date with Date, in form and substance reasonably acceptable to Parent, to the same force and effect as if made on and as of that the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct conditions specified in all material respects as of such specified dateSections 6.2(a), 6.2(b), 6.2(c) and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Date. (h6.2(d) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stocksatisfied. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger shall be are subject to the satisfactionsatisfaction or, or waiver, to the extent if permitted by applicable Applicable Law, waiver in writing by Parent and Merger Sub, of each of the following conditions at or prior to the Closingfurther conditions: (a) (i) Each of the representations and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 which are Fundamental Representations (collectively, other than Section 4.28, with the representations and warranties specified in clause 4.2 (iii) of this Section 8.2(aCapitalization)), as modified by the “Fundamental Representations”) Disclosure Schedules and disregarding all qualifications contained therein as to materiality or Company Material Adverse Effect, shall be true and correct in all material respects as of the Execution Date and 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 for representations and warranties that are specifically made as of a particular date specific date, in which case they shall be true and correct in all material respects as of such specified date), (ii) each of the representations and warranties of the Company set forth contained in Section 4.10(a)(ii4.2 (Capitalization) shall be true and correct in all respects as of the Execution Date Closing Date, except for de minimis inaccuracies, and as (iii) all of the Closing Date with other representations and warranties of the same force Company set forth in Section 4, as modified by the Disclosure Schedules, shall be true and effect as if made on and correct in all respects as of the Closing Date (except that any such for representations and warranties that are specifically made as of a particular date specific date, in which case they shall be true and correct in all respects as of such specified date), (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(c) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except where the failure such failures of such representations and warranties to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), is de minimis, and (iv) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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)correct, individually or in the aggregate, has (A) do not had have and would not reasonably be expected to have a Company Material Adverse Effect.Effect or result in Losses in excess of $2,000,000 or (B) do not involve or arise from fraudulent conduct, criminal conduct, willful misconduct or any matter or circumstance that reasonably could be expected to result in suspension or debarment of any Group Company; (b) Each of the Company shall have performed and complied in all material respects with the agreements and all covenants required to be performed or complied with by it the Company under this Agreement on or prior to the Closing Date.; (c) Since since the Execution Datedate of this Agreement, there shall have been no Company Material Adverse Effect shall have occurred.Effect; (d) No Governmental Authority prior to or at the Closing, the following closing documents shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would constitute or impose any Burdensome Condition.been delivered to Parent: (ei) Parent shall have received a certificate, dated the Closing Date and signed by a duly certificate of an authorized executive officer of the Company, stating on behalf dated as of the Company Closing Date, to the effect that each of the conditions set forth specified in Section 8.2(a7.2(a), Section 8.2(b7.2(b) and Section 8.2(c7.2(c) has have been satisfied.; (fii) Parent shall have received a certificatecopy of the Board Approval, validly executed certified by the Secretary of the Company, certifying ; (Aiii) as to the valid adoption of resolutions a certified copy of the Company Board whereby Written Consent duly executed by Stockholders who own not less than 75% of the Mergerissued and outstanding Shares; (iv) Letters of Transmittal duly executed by Closing Stockholders who collectively own not less than 75% of the Shares, this Agreement and Option Letters duly executed by not less than 60% of all Optionholders; (v) evidence that the transactions contemplated hereunder were unanimously approved by Persons set forth on Schedule 7.2(d)(v) have resigned in writing from the positions with the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreementset forth opposite their names on Schedule 7.2(d)(v), the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtained. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects effective as of the Execution Date Effective Time; and (vi) a properly executed statement and notice to the IRS in the form attached hereto as Exhibit I dated as of the Closing Date for purposes of satisfying the Parent’s obligations under Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h); (e) the Escrow Agreement shall have been executed by the Representative and the Escrow Agent; (f) with respect to each Debt Payoff Recipient, the same force Company shall have received and effect as if made on provided Parent with a copy of duly executed customary payoff letter(s) evidencing the complete satisfaction in full of all outstanding Closing Indebtedness owing to such Debt Payoff Recipient and as its agreement to release and terminate all Liens relating thereto (each, a “Payoff Letter”); (g) each of the Closing Date Key Employees shall have executed and delivered to Parent the applicable Retention Agreement, and no Key Employee shall have provided notice to any Group Company, Parent or any of its Affiliates of an intention to terminate his or her employment; (except h) Parent or its Affiliates shall have completed the necessary arrangements to obtain a deferred draw under its credit facility to fund the Merger Consideration; provided that any such representations the condition in this Section 7.2(h) shall in all events cease to be applicable (and warranties that are specifically made as of a particular date shall be true and correct in deemed satisfied) on the fifth (5th) Business Day following the Effective Date; (i) evidence of the termination of all material respects as of such specified dateContracts set forth on Schedule 7.2(i), and with no Liability to any Group Company; and (j) good standing certificates with respect to each Group Company from the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed state of their respective formation or compiled with by it on or incorporation, dated within ten (10) days prior to the Closing Date. (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stock. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.

Other Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub and Parent to consummate the Merger shall be are subject to the satisfactionsatisfaction (or, or waiver, to the extent if permitted by applicable Applicable Law, waiver by Parent Merger Sub and Merger Sub, of each Parent) of the following conditions at or prior to the Closingconditions: (a) each of the (i) Each Fundamental Representations of the representations Sellers, the Representative and warranties of the Company set forth in Section 4.1, Section 4.2(a), Section 4.5, Section 4.25 and Section 4.28 (collectively, other than Section 4.28, with the representations and warranties specified in clause (iii) of this Section 8.2(a), the “Fundamental Representations”) shall be true and correct in all material respects (other than de mimimus inaccuracies) as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though then made on and as of the Closing Date (except that any for such representations and warranties that are specifically made as of a particular date specific date, which shall be true and correct in all material respects speak only as of such specified date), and (ii) each of the other representations and warranties of the Sellers, the Representative and the Company set forth contained in Section 4.10(a)(iithis Agreement (disregarding all qualifications or limitations therein as to materiality or Company Material Adverse Effect) shall be true and correct in all respects as of the Execution Date date hereof and as of the Closing Date with the same force and effect as if though then made on and as of the Closing Date (except that any for such representations and warranties that are specifically made as of a particular date specific date, which shall be true and correct in all respects speak only as of such specified date), provided that this clause (iii) each of the representations and warranties of the Company set forth in Section 4.3(a), Section 4.3(b) and Section 4.3(cii) shall be true and correct as deemed satisfied if the failure of the Execution Date and 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 specifically made as of a particular date shall be 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 disregarding all qualifications or limitations therein as to materiality or Company Material Adverse Effect included therein), is de minimis, and (ivEffect) each of the representations and warranties of the Company contained in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section 4.10(a)(ii)) shall be true and correct as of the Execution Date and 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 specifically made as of a particular date shall be true and correct as of such specified date), except in the case of subparagraph (iv) 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)correct, either individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.; (b) Each of the Company Company, the Representative and the Sellers shall have performed and complied in all material respects with the all covenants and agreements and covenants required to be performed or complied with by it the Company, the Representative and the Sellers under this Agreement on or prior to the Closing Date.; (c) Since since the Execution Datedate of this Agreement, no there shall not have occurred or exist a Company Material Adverse Effect shall have occurred.Effect; (d) No Governmental Authority prior to or at the Closing, the Company shall have enacted, issued, promulgated, enforced or entered any Law or Order that is delivered the following closing documents in effect form and would constitute or impose any Burdensome Condition.substance reasonably acceptable to Parent: (ei) Parent shall have received a certificate, dated certificate of the Closing Date and signed by a duly authorized chief executive officer or chief financial officer of the Company, stating on behalf dated as of the Closing Date, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) are satisfied; (ii) a certificate, dated as of the Closing Date, signed by the Secretary of the Company and certifying (A) that the Governing Documents of the Company (copies of which shall be attached to the certificate) are true, complete and correct in all respects and remain unamended and in full force and effect and (B) that the resolutions of the Company’s board of directors (copies of which shall be attached to the certificate) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby have been approved and adopted; (iii) true, correct and complete copies of duly executed written resignations of each of the conditions directors and officers of the Company and each of its Subsidiaries set forth on Schedule 7.10 of the Company Disclosure Schedules; and (iv) an affidavit, dated as of the Closing Date, sworn under penalty of perjury and in form and substance reasonably satisfactory to Parent in compliance with the Code and Treasury Regulations certifying facts as to establish that the transactions contemplated by this Agreement are exempt from withholding pursuant to Section 8.2(a), Section 8.2(b1445 of the Code; (e) each Ancillary Document shall have been executed by the parties thereto (other than Parent and Merger Sub) and Section 8.2(c) has been satisfied.delivered to Parent; and (f) Parent shall have received a certificateexecuted Joinders and executed counterparts to the Stockholders Agreement, validly duly executed by the Secretary of the Company, certifying (APersons listed on Schedule 8.2(f) as to the valid adoption of resolutions of the Company Board whereby the Merger, this Agreement and the transactions contemplated hereunder were unanimously approved by the Company Board and (B) the valid adoption of this Agreement and approval of the Merger by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger and the consummation of the transactions contemplated hereunder by the holders of Company Capital Stock were obtainedDisclosure Schedules. (g) With respect to each Support Agreement, the representations and warranties of the Principal Stockholder shall be true and correct in all material respects as of the Execution Date and 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 specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and the Principal Stockholder shall have performed and complied in all material respects with the agreements and covenants required to be performed or compiled with by it on or prior to the Closing Date. (h) Parent shall have received a counterpart of each Ancillary Agreement signed by the Stockholders’ Representative and each other Person that is a party to each such agreement. (i) The Stockholder Notices shall have been delivered to the address in the Company’s records for the holders of the Company Capital Stock. (j) The Section 262 Notices shall have been delivered to the address in the Company’s records for each holder of Company Capital Stock whose consent was not obtained.