Common use of REPRESENTATIONS AND WARRANTIES OF ACQUIROR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that (a) Acquiror is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Acquiror Shares for Target to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Acquiror Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Acquiror Shares and any other securities to Target in consideration upon exercise of any acquisition of Target Shares pursuant heretothe Option, Target will acquire such Acquiror Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option pursuant to this Agreement will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Pulitzer Class B Holders that: (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota and has the all necessary corporate power and authority to enter into execute and deliver this Agreement and to carry out perform its obligations hereunder; (b) the . The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror performance of the transactions contemplated hereby its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of Acquiror Acquiror, and no other corporate proceedings on the part of Acquiror are necessary to authorize the execution and delivery of this Agreement or any to perform such obligations except approval of Acquiror Board of a resolution increasing the size of Acquiror Board as provided herein and election of the transactions contemplated hereby; (c) this PCBH Designees as provided herein. This Agreement has been duly and validly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery hereof by each other party hereto, constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except subject to (x) the Enforceability Exceptions and (y) as enforceability the same may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Acquiror has taken FCC Cross-Ownership Rules. (or will in a timely manner takeb) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws By-laws of Acquiror, (ii) except as described in Section 3(c), conflict with or violate any order law, rule, regulation, order, judgment or decree applicable to Acquiror or by which any of its subsidiaries or by which they or any of their Acquiror's property is may be bound or affected or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any of the property or assets of Acquiror or any of its subsidiaries Acquiror's properties pursuant to, any contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or agreement other instrument or obligation to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is Acquiror's properties are bound or affected, except, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration defaults or cancellation, liens or encumbrances other occurrences which would not, individually not prevent or in materially delay the aggregate, have a Material Adverse Effect on Acquiror; performance by Acquiror of its obligations under this Agreement. (gc) the The execution and delivery of this Agreement by Acquiror does do not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity federal, state, local or foreign regulatory body, except pursuant (i) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by Acquiror of Acquiror's obligations under this Agreement, (ii) filings with the SEC under the Exchange Act and (iii) any waiver, consent or declaratory ruling by, or any filing with, the FCC with respect to the HSR Act; FCC Cross-Ownership Rules to the extent that such Rules and (h) any Target Shares acquired upon exercise Regulations may prohibit the performance of the Option will not Acquiror's obligations hereunder, or as may be acquired otherwise required by Acquiror with a view to the public distribution thereof rules, regulations and Acquiror will not sell or otherwise dispose policies of such shares in violation of applicable law or this Agreementthe FCC.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that as follows: (a) Acquiror is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; ; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; ; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror Acquiror, and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; ; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do does not, and the performance of this Agreement by Acquiror will not, result in any Violation pursuant to, (iA) violate any provision of the Certificate of Incorporation or Bylaws of Acquiror, (iiB) conflict with any provisions of any Contract, permit, concession, franchise, or violate license or (C) any order judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any of its subsidiaries properties or by assets, which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, exceptViolation, in the case of each of clauses (iiB) and (iii) aboveC), for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; ; (ge) except as described in Section 3.3 of the Reorganization Agreement and Section 3(i) of this Agreement, and except as may be required under the Securities Act, the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Actgovernmental or regulatory authority; and and (hf) any Target Shares acquired upon exercise of the Target Option will not be be, and the Target Option is not being, acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementthereof.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota The Netherlands and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; and (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate Articles of Incorporation or Bylaws Association of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (ge) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act, if applicable; and (hf) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Shareholder that: (a) Acquiror has been duly incorporated and organized, and is a corporation duly incorporated, validly existing and in good standing as a corporation, under the laws of Alberta; (b) the State Offeror has been duly incorporated and organized and is validly existing as a corporation under the laws of Minnesota and Alberta; (c) Acquiror has the requisite corporate power and authority to enter into this Agreement and to carry out perform its obligations hereunder; ; (bd) the Offeror has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (e) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby by this Agreement have been duly authorized by all necessary corporate action on the part board of directors of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any and the transactions contemplated hereby; (f) the execution of this Agreement by the Offeror and the consummation by the Offeror of the transactions contemplated by this Agreement have been duly authorized by the board of directors of the Offeror, and no other corporate proceedings on the part of the Offeror are necessary to authorize this Agreement and the transactions contemplated hereby; ; (cg) this Agreement has been duly executed and delivered by Acquiror and the Offeror and constitutes a legal, valid and binding obligation of Acquiror andand the Offeror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable by the Shareholder against Acquiror and the Offeror in accordance with its terms, except as enforceability may be limited by bankruptcy subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting the creditors’ rights and remedies of creditors generally and to general principles of equity; ; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (fh) the execution and delivery by Acquiror of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror of its obligations hereunder will not, not result in a violation or breach of any provision of: (i) violate the Certificate of Incorporation Acquiror’s articles or Bylaws of Acquiror, by-laws; or (ii) conflict with any law, regulation, order, judgment or violate decree; other than any order applicable to Acquiror such violations or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would breaches that will not, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Acquiror; the ability of Acquiror to fulfil its obligations under this Agreement; (gi) the execution and delivery by the Offeror of this Agreement by Acquiror does not, and the performance by the Offeror of this Agreement by Acquiror its obligations hereunder will not result in a violation or breach of any provision of: (i) the Offeror’s articles or by-laws; or (ii) any law, regulation, order, judgment or decree; other than any such violations or breaches that will not, require any consentindividually or in the aggregate, approvalhave a material adverse effect on the ability of the Offeror to fulfil its obligations under this Agreement; and (j) other than in connection with or in compliance with the provisions of applicable securities laws, authorization the Competition Act (Canada), no authorization, consent or permit approval of, or filing with or notification towith, any Governmental Entity except pursuant to public body, court or authority is necessary for the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired fulfilment by Acquiror with a view to or the public distribution thereof and Acquiror will not sell Offeror of their respective obligations under this Agreement or otherwise dispose of such shares in violation of applicable law or this Agreementthe Offer.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Stockholder as follows: (a) Acquiror is a corporation Dutch public limited company (naamloze vennootschap) duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota and Dutch Law. (b) Acquiror has the all requisite corporate power and authority to enter into execute and deliver this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of consummate the transactions contemplated hereby have been duly authorized by hereby, and has taken all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize the execution, delivery and performance of this Agreement or any of the transactions contemplated hereby; Agreement. (c) this This Agreement has been duly executed and delivered by Acquiror and constitutes a legal, the valid and binding obligation obligations of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy subject to laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and other laws affecting the enforcement of creditors’ rights and remedies of creditors generally and general principles of equity; in general. (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the The execution and delivery by Acquiror of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any consummation of the property or assets of Acquiror or transactions contemplated hereby, will not Conflict with any of its subsidiaries pursuant to, any contract or agreement Contract to which Acquiror or any of its subsidiaries is a party or by which Acquiror’s properties or assets are bound. The consummation by Acquiror of the transactions contemplated hereby will not (i) violate any provision of any judgment, order or decree applicable to Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to Acquiror other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (iiiy) abovewhere the failure to obtain such consents or approvals or to make such notifications, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) prevent or materially delay the execution and delivery of this Agreement performance by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or its obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. The Acquiror hereby represents and ------------------------------------------ warrants to Target that the Company Stockholders, as of the date hereof, as follows: (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota and has the necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and to carry out its obligations hereunder; (b) consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of to consummate the transactions contemplated hereby; (c) this . This Agreement has have been duly executed and delivered by Acquiror and, assuming the due authorization, execution and constitutes a delivery by the Company Stockholders, constitute legal, valid and binding obligation obligations of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its their terms, except as such enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting the creditors' rights and remedies of creditors generally and by the application of general principles of equity; . (db) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the The execution and delivery of this Agreement by Acquiror do not, and the performance by Acquiror of its obligations under this Agreement by Acquiror will not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Acquiror, (ii) conflict with or violate any order law, statute, ordinance, rule, regulation, order, judgment or decree whether national or foreign, applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected assets and properties, or (iii) result in any breach of or constitute a default (under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or an event which with notice other instrument or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement obligation to which Acquiror or any of its subsidiaries is a party or by which Acquiror is bound, or by which any of its subsidiaries properties or any of their property Assets is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementsubject.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Company: (a) ORGANIZATION, QUALIFICATION AND CORPORATE POWER. Acquiror is a corporation has been duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Delaware. If applicable to such country, each of Acquiror's Subsidiaries operating in such country has been duly incorporated or otherwise organized and is validly existing. Each of Acquiror and its Subsidiaries is duly authorized to conduct business and, if applicable to such country, is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification or failure to be in good standing would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror and its Subsidiaries taken as a whole or on the ability of Acquiror to consummate the transactions contemplated by this Agreement (an "Acquiror Material Adverse Effect"). Each of Acquiror and its Subsidiaries has the full corporate power and authority corporate authority, and all foreign, federal, state and local governmental permits, licenses and consents, required to enter into carry on the businesses in which it is engaged and to own and use the properties owned and used by it, except for such permits, licenses and consents the failure of which to have would not reasonably be expected to have a Acquiror Material Adverse Effect. Acquiror does not own any equity interest in any corporation, partnership, limited liability company, joint venture or other entity other than the Subsidiaries listed in ss.4(a) of Acquiror's disclosure letter accompanying this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, "ACQUIROR DISCLOSURE LETTER"). Acquiror has taken (or will in delivered to the Company a timely manner take) all necessary corporate true, complete and other action in connection with any exercise correct copy of the Option; (e) upon delivery its certificate of the incorporation and by-laws, each as amended to date. Neither Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or nor any of its subsidiaries or by which they or any of their property Subsidiaries is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law any provision of its certificate of incorporation (or this Agreementcomparable charter document) or by-laws.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that as follows, as of the date hereof and as of each date up to and including each Closing: (a) Acquiror is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Ohio and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; ; (b) the execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; ; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; ; (d) except for any filings required under the HSR Act, Acquiror has taken (or will as described in a timely manner take) all necessary corporate and other action in connection with any exercise Section 4.2 of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant heretoReorganization Agreement, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do does not, and the performance of this Agreement by Acquiror will not, result in any Violation pursuant to, (iA) violate any provision of the Certificate Articles of Incorporation or Bylaws or similar organizational documents of Acquiror, (iiB) conflict with or violate any order applicable to Acquiror or provisions of any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) underContract, permit, concession, franchise, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement license to which Acquiror or any of its subsidiaries is a party or by which it is bound, or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any of its subsidiaries properties or any of their property is bound or affectedassets, exceptwhich Violation, in the case of each of clauses (iiB) and (iii) aboveC), for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; ; (ge) except as described in Section 4.2 of the Reorganization Agreement and Section 3(i) of this Agreement, and except as may be required under the Securities Act, the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Actgovernmental or regulatory authority; and and (hf) any Target Shares acquired upon exercise of the Target Option will not be be, and the Target Option is not being, acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose within the meaning of such shares in violation of applicable law or this Agreementthe Securities Act.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Trust that: (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota and has the all necessary corporate power and authority to enter into execute and deliver this Agreement and to carry out perform its obligations hereunder; (b) the . The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror performance of the transactions contemplated hereby its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of Acquiror Acquiror, and no other corporate proceedings on the part of Acquiror are necessary to authorize the execution and delivery of this Agreement or any to perform such obligations except approval of Acquiror Board of a resolution increasing the size of Acquiror Board as provided herein and election of the transactions contemplated hereby; (c) this designees of the Trust as provided herein. This Agreement has been duly and validly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery hereof by each other party hereto, constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except (x) as enforceability the same may be limited by bankruptcy and applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, including without limitation, the effect of statutory or other laws affecting regarding fraudulent conveyances and preferential transfers, (y) for the rights and remedies of creditors generally and limitations imposed by general principles of equity; equity and (dz) except for any filings required as the same may be limited under the HSR Act, Acquiror has taken Rules and Regulations regarding cross-ownership of cable television systems and television stations. (or will in a timely manner takeb) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) conflict with or violate the Certificate Articles of Incorporation or Bylaws By-laws of Acquiror, (ii) except as described in Section 4(c), conflict with or violate any order law, rule, regulation, order, judgment or decree applicable to Acquiror or by which any of its subsidiaries or by which they or any of their Acquiror's property is may be bound or affected or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries Acquiror's properties pursuant to, any contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or agreement other instrument or obligation to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is Acquiror's properties are bound or affected, except, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration defaults or cancellation, liens or encumbrances other occurrences which would not, individually not prevent or in delay the aggregate, have a Material Adverse Effect on Acquiror; performance by Acquiror of its obligations under this Agreement. (gc) the The execution and delivery of this Agreement by Acquiror does do not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity federal, state, local or foreign regulatory body, except pursuant (i) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by Acquiror of Acquiror's obligations under this Agreement, (ii) filings with the SEC under the Exchange Act and (iii) any waiver, consent or declaratory ruling by the FCC with respect to the HSR Act; Rules and (h) any Target Shares acquired upon exercise Regulations regarding cross-ownership of cable television systems and television stations, to the extent that such Rules and Regulations may prohibit the performance of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this AgreementAcquiror's obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Company: (a) Organization, Qualification and Corporate Power. Acquiror is a corporation has been duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Delaware. If applicable to such country, each of Acquiror's Subsidiaries operating in such country has been duly incorporated or otherwise organized and is validly existing. Each of Acquiror and its Subsidiaries is duly authorized to conduct business and, if applicable to such country, is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification or failure to be in good standing would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror and its Subsidiaries taken as a whole or on the ability of Acquiror to consummate the transactions contemplated by this Agreement (an "Acquiror Material Adverse Effect"). Each of Acquiror and its Subsidiaries has the full corporate power and authority corporate authority, and all foreign, federal, state and local governmental permits, licenses and consents, required to enter into carry on the businesses in which it is engaged and to own and use the properties owned and used by it, except for such permits, licenses and consents the failure of which to have would not reasonably be expected to have a Acquiror Material Adverse Effect. Acquiror does not own any equity interest in any corporation, partnership, limited liability company, joint venture or other entity other than the Subsidiaries listed in Section 4(a) of Acquiror's disclosure letter accompanying this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by "Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror and, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Disclosure Letter"). Acquiror has taken (or will in delivered to the Company a timely manner take) all necessary corporate true, complete and other action in connection with any exercise correct copy of the Option; (e) upon delivery its certificate of the incorporation and by-laws, each as amended to date. Neither Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or nor any of its subsidiaries or by which they or any of their property Subsidiaries is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law any provision of its certificate of incorporation (or this Agreementcomparable charter document) or by-laws.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror hereby represents and ------------------------------------------ warrants to Target that the Issuers and the Holders as of the date hereof as follows: (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota and has the corporate all requisite power and authority to enter into execute, deliver and perform its obligations under this Agreement and to carry out its obligations hereunder; (b) consummate the Exchange. The execution and delivery of this Agreement Agreement, the performance by Acquiror of its obligations hereunder and the consummation by Acquiror of the transactions contemplated hereby Exchange have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this authorized. This Agreement has been duly executed and delivered by Acquiror and constitutes a the legal, valid and binding obligation of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror it in accordance with its terms, except as enforceability enforcement may be limited by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium and other laws similar Laws affecting the rights and remedies of creditors generally and general principles the availability of equity; equitable remedies. (b) The execution, delivery and performance by Acquiror of this Agreement and the consummation of the Exchange will not: (i) violate, contravene or conflict with any provision of the operating agreement, certificate of formation, certificate of incorporation, bylaws, trust deed 4 (c) Acquiror has the sole voting power and sole power of disposition with respect to all of the Company Units and Shares held by Acquiror with no limitations, qualifications or restrictions on such rights and powers. Acquiror is not subject to any agreements, arrangements, options, warrants, calls, rights, commitments or other restrictions relating to the sale, transfer, purchase, redemption or voting of its Company Units or its Shares. (d) except for any filings required Acquiror is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the HSR Securities Act, . Acquiror will execute and deliver to the Issuers such documents as the Issuers may reasonably request in order to confirm the accuracy of the foregoing. Acquiror has taken (or will knowledge and experience in a timely manner take) all necessary corporate financial and other action business matters such that it is capable of evaluating the merits and risks of engaging in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this AgreementExchange.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Parent and Target that the following is true as of the date hereof and will be true as of the Closing: (a) Acquiror is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the corporate all requisite power to own, lease and authority operate its properties and assets, to enter into this Agreement carry on its business as conducted and to carry out its obligations hereunder; the transactions provided for in this Agreement. (b) the The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby all performance under this Agreement have been duly authorized by all necessary corporate action on the part of Acquiror Acquiror. This Agreement has been, and no other corporate proceedings on the part Closing Date each of Closing Documents to which Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been is a party will have been, duly executed and delivered by Acquiror a duly authorized signatory of Acquiror, and constitutes a legal, the valid and binding obligation agreement of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by subject to the effect of applicable bankruptcy and other insolvency laws affecting the rights and remedies of creditors generally and general principles of equity; equitable principles. (dc) except Except for any filings required under the HSR Actconsents, Acquiror has taken (or will approvals and compliances set forth in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant Schedule II attached hereto, Target will acquire such the execution, delivery and performance by Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance Closing Documents to which Acquiror is a party will not result in any material violation of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) be in conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a material default (under any applicable statute, regulation, order, rule, writ, injunction or an event which with notice decree of any court or lapse of time governmental authority or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets Organizational Documents of Acquiror or of any of its subsidiaries pursuant to, any contract material agreement or agreement other material instrument to which Acquiror or any of its subsidiaries members is a party party, or constitute a default thereunder. (d) Acquiror has not employed any broker or finder or incurred any liability for any brokerage fees or commissions or any finder's fees in connection with the negotiations related to this Agreement or the consummation of the transactions contemplated hereby. (e) There is no litigation pending or, to Acquiror's knowledge, threatened, against Acquiror seeking to enjoin or challenge any of the transactions contemplated by which this Agreement. (f) Acquiror represents and warrants that Schedule III attached hereto sets forth (i) a true, correct and complete list of all members of Acquiror, (ii) the percentage of Acquiror Units owned by each member, and (iii) the cash capital contribution actually paid by such member. Acquiror represents, on its own behalf and on behalf of each of its members (each of whom has executed an agreement setting forth such member's representation and warranty, for the benefit of Acquiror, Parent and Target, as to the matters addressed in this Section 6 and authorizes Acquiror to make the representations and warranties set forth in this Section 6 on behalf of such member) that each of Acquiror and its members has knowledge and experience in business and financial matters, is able to evaluate the risks and benefits of the Merger, has received all information concerning Parent and Target as each of Acquiror and its members deems relevant and has had the opportunity to obtain additional information as desired in order to evaluate the merits of and the risks inherent in the Merger and otherwise performing Acquiror's obligations under this Agreement and the transactions contemplated hereby, including, without limitation, causing the Surviving Company to perform Target's obligations after the Effective Date. Acquiror represents and warrants, on its own behalf and on behalf of each of its members, that each of Acquiror and its members (i) has had full opportunity to inspect the Restaurants and the business of the Target, the Contributed Assets and the liabilities relating to the Restaurants (collectively the "Business") and to ask all questions of Parent and Target regarding the Target, the Restaurants and the Business; and (ii) has had the opportunity to conduct its own independent investigation relating to all aspects of the Restaurants and to obtain whatever opinions of specialists and experts each of Acquiror and its members has deemed necessary in making the decisions to enter into this Agreement and the Closing Documents and to consummate the transactions contemplated hereby and thereby. In making such decisions, (i) none of Acquiror or any of its subsidiaries members has relied on information received by it from Parent or Target regarding the past or present earnings of the Restaurants as a determinant or indicator of future earnings of the Restaurants and the Business, and (ii) none of Acquiror or any of their property is bound its members has relied on information received from Parent or affectedTarget regarding the prospects or future earnings of the Restaurants, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration Business or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; Target. (g) Acquiror acknowledges, on its own behalf and on behalf of its members, the execution history that the members of Acquiror have had in the prior and delivery current management and operation of the Restaurants. Acquiror has been afforded access to all business and financial information and records of the Restaurants, the opportunity to ask questions of, and receive answers from, the managers, officers and other employees of Parent and Target relating to all aspects of Target and Tias, Inc., as well as the business of Parent, Target and Tias, Inc., relating to the Restaurants, and otherwise to obtain from Patent and Target any and all information necessary to verify the accuracy of any and all information with respect to Parent, Target and the assets, liabilities and business of the Restaurants. Acquiror has relied solely on information obtained and verified by it from such investigation, and has not looked to Parent or Target for any information in entering into this Agreement by Acquiror does not, and other than the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and information set forth in Section 5 hereof. (h) any Target Shares acquired upon exercise Condition of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this AgreementRestaurants. ACQUIROR ACKNOWLEDGES AND AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS MEMBERS, THAT ALL ASSETS AND LIABILITIES OF THE RESTAURANTS AND OF THE TARGET SHALL BE ASSUMED BY THE SURVIVING COMPANY IN THE MERGER ON AN "AS-IS, WHERE-IS" BASIS, AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THIS AGREEMENT, NEITHER PARENT NOR TARGET HAS MADE, IS MAKING, OR SHALL MAKE, ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, RESPECTING ANY OF THE ASSETS OF THE TARGET, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER. FURTHER, ACQUIROR ACKNOWLEDGES, ON ITS OWN BEHALF AND ON BEHALF OF ITS MEMBERS, THAT ACQUIROR HAS INFORMED ITSELF AS TO THE RESTAURANTS AND THE BUSINESS OF THE TARGET, AND ACQUIROR FURTHER ACKNOWLEDGES AND AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS MEMBERS, THAT NEITHER PARENT NOR TARGET HAS MADE, MAKES, OR SHALL MAKE, ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE RESTAURANTS AND THE BUSINESS OF THE TARGET. AS AN EXAMPLE, AND NOT AS A LIMITATION, ACQUIROR AND ITS MEMBERS ACKNOWLEDGE THAT PARENT AND TARGET MAKE NO REPRESENTATIONS WITH RESPECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OF 1990 AND THAT ACQUIROR, AS THE SURVIVING COMPANY, IS RESPONSIBLE FOR CHANGES, IF ANY, REQUIRED TO THE RESTAURANTS, OR TO THE PREMISES THEREOF, FOR COMPLIANCE WITH SUCH ACT.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents represents, warrants and ------------------------------------------ warrants covenants to Target that the Stockholder that: (a) Acquiror is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the corporate power and authority to enter into execute and deliver this Option Agreement and to carry out its obligations hereunder; consummate the transactions contemplated hereby; (b) the execution and delivery of this Option Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Option Agreement or any of the transactions contemplated hereby; ; (c) this Option Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror Acquiror, and, assuming this Option Agreement constitutes a legal, valid and binding obligation of Targetthe Stockholder, is enforceable against Acquiror in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity; equity (whether considered in a proceeding in equity or at law); (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Option Agreement by Acquiror do does not, and the performance of this Option Agreement by Acquiror will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws organizational documents of Acquiror, (ii) conflict with or violate any order law, rule, regulation, order, judgment or decree applicable to Acquiror or by which Acquiror or any of its subsidiaries or by which they or any of their property properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or agreement other instrument or obligation to which Acquiror or any of its subsidiaries is a party or by which Acquiror it or any of its subsidiaries or any of their property properties is bound or affected, except, in the case of clauses except with respect to (ii) and (iii) above, for violationsas would not materially adversely affect the business, conflicts, breaches, defaults, rights operations or financial condition of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; ; (ge) the execution and delivery of this Option Agreement by Acquiror does do not, and the performance of this Option Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority, domestic or foreign, except pursuant to for applicable requirements, if any, of the Exchange Act, the Securities Act, the Delaware General Corporation Law, the National Association of Securities Dealers, Inc., state securities laws and the HSR Act; and and (hf) any Target Shares acquired upon if, as a result of the exercise of the Option will not be acquired by Acquiror with granted under this Option Agreement, the Company is required to make a view Change of Control Offer (as defined in the Indenture relating to the public distribution thereof Company's 11 3/4% Senior Notes Due 2008), then (i) Acquiror shall cooperate with the Company to obtain waivers from senior noteholders or pursue other alternatives to eliminate the Change of Control Offer requirement and (ii) if such waivers are not received or such other alternatives do not eliminate the need to make a Change of Control Offer, then Acquiror will not sell or purchase any senior notes the Company would otherwise dispose be obligated to purchase pursuant to such Change of such shares in violation of applicable law or this AgreementControl Offer.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Company as follows: (a) Organization, Standing and Power. Acquiror has been duly organized and is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota Delaware. Acquiror is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure so to qualify would not, either individually or in the aggregate, have a Material Adverse Effect on Acquiror. Acquiror was organized on December 1, 1998. A true, correct and complete copy of the Limited Liability Company Operating Agreement of Acquiror has previously been delivered or made available to the corporate Company. Since the date of its organization, Acquiror has not engaged in any activities other than in connection with arranging any financing required to consummate the transactions contemplated hereby. (b) Authority; No Conflicts. (i) Acquiror has all requisite limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Acquiror. This Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation agreement of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as such enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not or will not, as the rights case may be, and remedies the consummation of creditors generally and general principles the transactions contemplated hereby will not, result in any Violation of: (A) any provision of equity; the Organizational Documents of Acquiror or (dB) except for as would not have a Material Adverse Effect on Acquiror and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any filings loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required under the HSR Act, by or with respect to Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and or the performance of this Agreement consummation by Acquiror will notof the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (iB) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iiiC) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (iiSection 3.1(d)(iii) and (iiiB) abovesuch consents, for violationsapprovals, conflictsorders, breachesauthorizations, defaultsregistrations, rights declarations and filings the failure of termination, amendment, acceleration which to make or cancellation, liens or encumbrances which obtain would not, individually or in the aggregate, not have a Material Adverse Effect on Acquiror; (g) Acquiror or impair or delay the execution and delivery ability of this Agreement by Acquiror does not, and to consummate the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementtransactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that (a) the Company that: a. Organization and Authority of Acquiror. -------------------------------------- i. Each of Acquiror and its Subsidiaries is a corporation or partnership duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization with all requisite power to enable it to own, lease and operate its assets and properties and to conduct its business as currently being conducted and is qualified and in good standing to do business in each jurisdiction in which the State nature of Minnesota the business conducted by it or the character or location of the properties owned or leased by it requires such qualification, except to the extent the failure so to qualify would not have a Material Adverse Effect with respect to Acquiror. Complete and correct copies of the Certificate of Incorporation and Bylaws, each as amended to date, of Acquiror have been delivered to the Company. Such Restated Certificate of Incorporation and Bylaws are in full force and effect. ii. Acquiror has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents to carry out which it is a party and to perform its obligations hereunder; (b) hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Acquiror and such Transaction Documents and the consummation by Acquiror of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action on the part of Acquiror. This Agreement and each Transaction Document to which Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement is a party has been duly executed and delivered by Acquiror and constitutes a the legal, valid and binding obligation of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror it in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the creditors' rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise equitable defenses and to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any discretion of the property or assets of Acquiror or court before which any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not proceeding therefor may be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementbrought.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror represents and ------------------------------------------ warrants to Target that the Company as follows: (a) Organization, Standing and Power. Acquiror has been duly organized and is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota Delaware. Acquiror is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure so to qualify would not, either individually or in the aggregate, have a Material Adverse Effect on Acquiror. Acquiror was organized on December 1, 1998. A true, correct and complete copy of the Limited Liability Company Operating Agreement of Acquiror has previously been delivered or made available to the corporate Company. Since the date of its organization, Acquiror has not engaged in any activities other than in connection with arranging any financing required to consummate the transactions contemplated hereby. (b) Authority; No Conflicts. (i) Acquiror has all requisite limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of Acquiror and no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Acquiror. This Agreement has been duly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation agreement of Acquiror andAcquiror, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable against Acquiror in accordance with its terms, except as such enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement does not or will not, as the rights case may be, and remedies the consummation of creditors generally and general principles the transactions contemplated hereby will not, result in any Violation of: (A) any provision of equity; the Organizational Documents of Acquiror or (dB) except for as would not have a Material Adverse Effect on Acquiror and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any filings loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required under the HSR Act, by or with respect to Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise of the Option; (e) upon delivery of the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and or the performance of this Agreement consummation by Acquiror will notof the transactions contemplated hereby, except for (A) the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (iB) violate the Certificate of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iiiC) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (iiSection 3.1(d)(iii) and (iiiB) abovesuch consents, for violationsapprovals, conflictsorders, breachesauthorizations, defaultsregistrations, rights declarations and filings the failure of termination, amendment, acceleration which to make or cancellation, liens or encumbrances which obtain would not, individually or in the aggregate, not have a Material Adverse Effect on Acquiror; (g) Acquiror or impair or delay the execution and delivery ability of this Agreement by Acquiror does not, and to consummate the performance of this Agreement by Acquiror will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementtransactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF ACQUIROR. 7.1 Acquiror represents represents, warrants and, where applicable, covenants to the Holder as follows and ------------------------------------------ warrants to Target acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota Delaware and has the requisite corporate power and authority to enter into this Agreement and to carry out perform its obligations hereunder; ; (b) at the Effective Time, Acquiror Sub (as defined in the Plan of Arrangement) will be validly existing under the laws of its jurisdiction of constitution and will have the requisite corporate power and authority to perform its obligations under the Plan of Arrangement; (c) the execution and delivery of this Agreement by Acquiror and the consummation performance by Acquiror it of the transactions contemplated hereby its obligations hereunder have been duly authorized by all necessary corporate action on the part its board of Acquiror directors and no other corporate proceedings on the its part of Acquiror are necessary to authorize this Agreement or any and the performance of the transactions contemplated hereby; (c) this its obligations hereunder. This Agreement has been duly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery by the Holder, constitutes a legal, valid and binding obligation of Acquiror andobligation, assuming this Agreement constitutes a legal, valid and binding obligation of Target, is enforceable by the Holder against Acquiror in accordance with its terms, except subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as enforceability may be limited by bankruptcy specific performance and other laws affecting injunction is within the rights and remedies discretion of creditors generally and general principles of equity; the court from which they are sought; (d) except for any filings required under Acquiror Sub will have sufficient funds to distribute to all the HSR Act, Acquiror has taken (or will in a timely manner take) all necessary corporate and other action in connection with any exercise shareholders of Company the Consideration to which they are entitled upon consummation of the OptionTransaction; and (e) upon delivery of there are no legal proceedings in progress or pending before any Governmental Entity or, to the Acquiror Shares to Target in consideration of any acquisition of Target Shares pursuant hereto, Target will acquire such Acquiror Shares free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Target; (f) the execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror will not, (i) violate the Certificate of Incorporation or Bylaws knowledge of Acquiror, (ii) conflict with or violate any order applicable to threatened against Acquiror or any of its subsidiaries or by which they or any of their property is bound or affected or (iii) result affiliates that would adversely affect in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in manner the creation of a lien or encumbrance on any of the property or assets ability of Acquiror or any of its subsidiaries pursuant to, any contract or agreement to which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their property is bound or affected, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror; (g) the execution and delivery of enter into this Agreement by Acquiror does not, or the Arrangement Agreement and the performance of this Agreement by Acquiror will not, require any consent, approval, authorization to perform its obligations hereunder or permit of, or filing with or notification to, any Governmental Entity except pursuant to the HSR Act; and (h) any Target Shares acquired upon exercise of the Option will not be acquired by Acquiror with a view to the public distribution thereof and Acquiror will not sell or otherwise dispose of such shares in violation of applicable law or this Agreementthereunder.