Common use of Seller Closing Conditions Clause in Contracts

Seller Closing Conditions. The obligation of Seller to consummate the Closing is subject to satisfaction of the following conditions (collectively, the “Seller Closing Conditions”): 7.2.1 This Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of Seller to consummate sell the Note and the Warrants as provided herein on the Closing Date is subject to satisfaction of the following conditions (collectivelythe "SELLER CLOSING CONDITIONS"), the “PROVIDED that these conditions are for Seller's sole benefit and may be waived by Seller Closing Conditions”): 7.2.1 This Agreement shall be at any time in full force and effectits sole discretion by providing Buyer with prior written consent thereof. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 (i) The representations and warranties of Purchaser in this Agreement Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (or except for representations and warranties that speak as of a specific date, which shall be true and correct as of such other date to which such representation or warranty expressly is madespecified date). 7.2.4 The covenants , and obligations of Purchaser in this Agreement Buyer shall have been performed performed, satisfied and complied in all material respects. 7.2.5 No Adverse Proceeding shall respects with the covenants, agreements and conditions required by this Agreement to be in effectperformed, pending satisfied or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released complied with by Buyer at or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this AgreementClosing Date. (iii) Purchaser Seller shall have provided Lender with received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required parties thereto. (iii) Seller shall have received the Release executed by the Loan Agreement, the Seller Credit Support Agreements and Lender Borrower in connection with the transfer favor of the Target Interest and Seller. (iiiv) Purchaser and/or one of its credit worthy affiliates Buyer shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release Seller the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are Purchase Price for the benefit Note and the related Warrants being purchased by Buyer at the Closing by wire transfer of Seller, and Seller shall have immediately available funds pursuant to the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed wire instructions provided by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of Seller to consummate sell the Note and the Warrants as provided herein on the Closing Date is subject to satisfaction of the following conditions (collectivelythe "SELLER CLOSING CONDITIONS") , the “PROVIDED that these conditions are for Seller's sole benefit and may be waived by Seller Closing Conditions”): 7.2.1 This Agreement shall be at any time in full force and effectits sole discretion by providing Buyer with prior written consent thereof. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 (i) The representations and warranties of Purchaser in this Agreement Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (or except for representations and warranties that speak as of a specific date, which shall be true and correct as of such other date to which such representation or warranty expressly is madespecified date). 7.2.4 The covenants , and obligations of Purchaser in this Agreement Buyer shall have been performed performed, satisfied and complied in all material respects. 7.2.5 No Adverse Proceeding shall respects with the covenants, agreements and conditions required by this Agreement to be in effectperformed, pending satisfied or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released complied with by Buyer at or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this AgreementClosing Date. (iii) Purchaser Seller shall have provided Lender with received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required parties thereto. (iii) Seller shall have received the Release executed by the Loan Agreement, the Seller Credit Support Agreements and Lender Borrower in connection with the transfer favor of the Target Interest and Seller. (iiiv) Purchaser and/or one of its credit worthy affiliates Buyer shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release Seller the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are Purchase Price for the benefit Note and the related Warrants being purchased by Buyer at the Closing by wire transfer of Seller, and Seller shall have immediately available funds pursuant to the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed wire instructions provided by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The Notwithstanding anything to the contrary in this Agreement or otherwise, Seller’s obligation of Seller to consummate the Closing is transactions contemplated by this Agreement shall be subject to satisfaction of each of the following conditions (collectively, the “Seller Closing Conditions”): 7.2.1 This Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effect; provided, pending or threatened in writinghowever, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the unilateral right to waive any of the Seller Closing Conditions at Conditions, in whole or prior in part, by written notice to ClosingPurchaser: (a) Purchaser shall have tendered the Purchase Price to the Title Company pursuant to the provisions of this Agreement. (b) Purchaser shall have performed all of the material obligations required to be performed by Purchaser under this Agreement, providedin all material respects including the obligations set forth above in Article 4.3. (c) The representations and warranties of Purchaser set forth in this Agreement shall be, howeverin all material respects, that any such waiver true and complete. (d) Seller shall be made have received the final, executed NFR Letter from the IEPA in a writing executed by Selleraccordance with the applicable terms and conditions of this Agreement. Notwithstanding anything to the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described contrary in this Agreement, if any condition to the obligation of Seller to proceed is not satisfied as of the Closing Date, then Seller shall notify Purchaser in writing of such failed condition(s), and in such notice Seller may (i) adjourn and extend the Closing Date for up to thirty (30) days to fulfill, (ii) waive such condition(s), or (iii) terminate this Agreement. If during such extended period pursuant to subsection (i) in the foregoing sentence, Purchaser is unable to fulfill the condition, Seller shall notify Purchaser and upon the giving of such notice, shall waive such condition, or terminate this Agreement and this Agreement shall be deemed to null and void and neither party shall have waived such Seller Closing Conditionany further rights or obligations under this Agreement except (i) those that expressly survive a termination of this Agreement as provided herein, and (ii) as liquidated damages as Seller’s sole and exclusive remedy.

Seller Closing Conditions. The obligation of Seller to consummate the Closing is subject to the satisfaction or waiver by Seller of the following conditions further conditions: (collectivelya) the representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date) disregarding for these purposes any exception in such representations and warranties relating to materiality, except for such failures to be true and correct which, individually or in the “aggregate, do not have a material adverse effect on the ability of Purchaser to perform its obligations hereunder or which would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. The covenants and agreements contained in this Agreement to be complied with by Purchaser at or before the Closing shall have been complied with in all respects. Seller Closing Conditions”):shall have received a certificate from Purchaser signed by an executive officer thereof with respect to the matters described in this Section 2.03(a); 7.2.1 This Agreement (b) if required, any waiting period (and any extension thereof) under the HSR Act or any other relevant antitrust Law or foreign investment Law applicable to the purchase of the Acquired Companies and the Acquired Assets contemplated hereby shall have expired or shall have been terminated; (c) there shall not be any outstanding or issued Law or Governmental Order directing that the Transactions not be consummated or which has the effect of rendering it unlawful to consummate such Transactions; (d) the Stockholder Approval shall have been obtained; (e) the duly executed Payoff Letter shall have been obtained; and (f) Seller shall have received duly executed copies of the closing deliveries set forth in Section 2.01(a), and such documents shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of Seller to consummate sell the Purchased Note to Purchaser as provided herein on the Closing Date is subject to satisfaction of the following conditions, provided that these conditions (collectively, the “are for Seller’s sole benefit and may be waived by Seller Closing Conditions”): 7.2.1 This Agreement shall be at any time in full force and effectits sole discretion by providing Purchaser with prior written consent thereof. 7.2.2 All of (i) On or prior to the Closing Date, Seller shall have received the Purchase Price from the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon ClosingU.S. dollars and immediately available funds. 7.2.3 (ii) The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (or except for representations and warranties that speak as of a specific date, which shall be true and correct as of such other date specific date), and Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to which such representation be performed, satisfied or warranty expressly is made)complied with by Purchaser at or prior to the Closing Date. 7.2.4 (iii) The covenants Company and obligations of the Purchaser in this shall have duly executed and delivered the Subordination Agreement to the Seller. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effectenacted, pending entered, promulgated or threatened in writing, unless (in endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in contemplated by this Agreement. (iv) Purchaser Since the date of this Agreement, unless the Seller has given its prior written consent in its sole discretion, (A) no proceeding shall have provided Lender been instituted by or against the Purchaser, the Company or any Subsidiary seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with all documentationsimilar powers, instrumentsin each case for it or for any substantial part of its property and or (B) none of the Purchaser, agreementsthe Company or any Subsidiary shall have taken any corporate, opinions and limited liability company, partnership or similar action or any other required materialsaction to authorize any action described in the immediately preceding clause (A). (vi) No action, at its sole expenseinvestigation, required suit, proceeding, claim or demand shall have been initiated or threatened against the Seller, the Company and/or any affiliate of either thereof which, in the Seller’s judgment, might reasonably be expected to affect the transactions contemplated by this Agreement (including without limitation the acquisition of the Purchased Note) or the practical realization by the Loan AgreementSeller and its designees of the principal benefits or security intended to be provided by the Remaining Note, the Seller Credit Support Agreements and Lender in connection with Subordination Agreement or the transfer of the Target Interest and Transaction Documents. (iivii) Purchaser and/or one of its credit worthy affiliates No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to Lender such Replacement Credit Support Agreements (and other documentationbeen enacted, instrumentsentered, opinions and other materials) as Lender requires to fully release promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the Carlyle Guarantors from all consummation of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed transactions contemplated by Seller. Notwithstanding this Agreement (including without limitation the foregoing, in acquisition of the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing ConditionPurchased Note).

Seller Closing Conditions. The obligation of Seller In addition to consummate the Closing is subject to satisfaction of the following conditions (collectively, the “Seller Closing Conditions”): 7.2.1 This Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow any other documents to be delivered under other provisions of this Agreement, at the Closing the Seller and Shareholders, as the case may be, shall deliver to Purchaser: (i) an assignment of all of the Purchased Assets that are intangible personal property, including all Intellectual Property Assets, and a xxxx of sale for all of the Purchased Assets that are Tangible Personal Property in the form of Exhibit C (the “Assignment and Xxxx of Sale”) executed by Seller; (ii) a U.S Patent Assignment Agreement in the form of Exhibit D (the “Patent Assignment Agreement ”) executed by Seller; (iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller; (iv) an employment agreement in the form of Exhibit E, executed by Xxxxxxx Xxxx (the “Employment Agreement”); (v) noncompetition agreements in the form of Exhibit F executed by the Seller upon Closing.and each Shareholder (the “Noncompetition Agreements”); 7.2.3 The (vi) a certificate executed by Seller and each Shareholder as to the accuracy of their representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made of this Agreement and as of the Closing Date (or and as to their compliance with and performance of such other date to which such representation or warranty expressly is made). 7.2.4 The their covenants and obligations of Purchaser to be performed or complied with at or before the Closing in this Agreement shall have been performed in all material respects.accordance with Section 6; and 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any vii) a certificate of the foregoing cases) the same shall have been dismissedSecretary of Seller certifying, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation as complete and accurate as of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentationClosing, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer attached copies of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit governing documents of Seller, certifying and Seller shall have attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the right execution and delivery of this Agreement and certifying to waive any the incumbency and signatures of the officers of Seller Closing Conditions at or prior executing this Agreement and any other document relating to Closing, provided, however, that any the contemplated transaction and accompanied by the requisite documents for amending the relevant governing documents of Seller required to effect such waiver shall be made change of name in a writing executed by Seller. Notwithstanding form sufficient for filing with the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Conditionappropriate Governmental Authority.

Seller Closing Conditions. The obligation of Seller to consummate sell the Purchased Note and the Purchased Warrants as provided herein on the Closing Date is subject to satisfaction of the following conditions (collectivelythe "SELLER CLOSING CONDITIONS"), the “PROVIDED that these conditions are for Seller's sole benefit and may be waived by Seller Closing Conditions”): 7.2.1 This Agreement shall be at any time in full force and effectits sole discretion by providing Buyer with prior written consent thereof. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 (i) The representations and warranties of Purchaser in this Agreement Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (or except for representations and warranties that speak as of a specific date, which shall be true and correct as of such other date to which such representation or warranty expressly is madespecified date). 7.2.4 The covenants , and obligations of Purchaser in this Agreement Buyer shall have been performed performed, satisfied and complied in all material respects. 7.2.5 No Adverse Proceeding shall respects with the covenants, agreements and conditions required by this Agreement to be in effectperformed, pending satisfied or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released complied with by Buyer at or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this AgreementClosing Date. (iii) Purchaser Seller shall have provided Lender with received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required parties thereto. (iii) Seller shall have received the Release executed by the Loan Agreement, the Seller Credit Support Agreements and Lender Borrower in connection with the transfer favor of the Target Interest and Seller. (iiiv) Purchaser and/or one of its credit worthy affiliates Buyer shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release Seller the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are Purchase Price for the benefit Purchased Note and the related Purchased Warrants being purchased by Buyer at the Closing by wire transfer of Seller, and Seller shall have immediately available funds pursuant to the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed wire instructions provided by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of Seller Buyer to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or prior to the Closing Date: (collectivelya) Seller shall have delivered to Buyer the following closing deliverables, in form and substance satisfactory to Buyer: (i) a Xxxx of Sale duly executed by Seller, transferring the “Seller Closing Conditions”):Purchased Assets to Buyer; 7.2.1 This Agreement shall be (ii) a fully executed Intellectual Property Assignment duly executed by Seller, transferring all of Seller's right, title and interest in full force and effect.to the trademark registrations and applications, patent applications and registrations, copyright registrations and applications, domain name registrations and websites, software, data and customer lists included in the Purchased Assets to Buyer; 7.2.2 All (iii) fully executed assignments of all customer contracts, reseller agreements, data access agreements and vendor agreements included in the Purchased Assets; (iv) a Certificate of Status of Seller, issued by the Secretary of State of the Purchaser State of Colorado, dated not more than fifteen (15) days prior to the Closing Deliveries shall have been delivered Date and showing Seller to Seller or deposited with Escrow Agent be active and in good standing in the State of Colorado; (v) a fully executed certificate of the Secretary (or equivalent officer) of Seller certifying as to (a) the resolutions of the Manager of Seller, being duly adopted and in effect as of the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 The Date, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (b) the representations and warranties of Purchaser in this Agreement shall be Article III hereof being true and correct in all material respects as of the date made at and as of the Closing as though then made and as though the Closing Date was substituted for the Effective Date throughout such representations and warranties, and (or as of such other date to which such representation or warranty expressly is made). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been c) Seller having performed in all material respectsrespects all of the covenants and agreements required to be performed by it hereunder prior to the Closing; and (vi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. 7.2.5 (b) Seller shall have delivered to Buyer such financial statements relating to the Purchased Assets as are required under the Securities Exchange Act of 1934 (the “Exchange Act”) which comply in all material respects with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for a company registered under the Exchange Act. If the financial statements are required to be audited, the independent auditor shall be registered with the Public Company Accounting Oversight Board (the “PCAOB”) and shall have performed any such audits in accordance with guidelines established by the SEC and the PCAOB. In the event no financial statements relating to the Purchased Assets are required under the Exchange Act, the Seller shall have delivered to Buyer (i) a valuation of the Purchased Assets or (ii) other evidence of the value of the Purchased Assets sufficient to the Buyer’s Board of Directors (c) No Adverse material and adverse effect or development upon the Purchased Assets shall have occurred; (d) Buyer shall have completed its due diligence investigation of Seller to its satisfaction, in its sole and absolute discretion. (e) Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, or imposed upon Seller by law, that are required to be performed or complied with by Seller on or before the Closing; (f) No Proceeding shall be in effect, pending or threatened in writingbefore any Governmental Entity wherein an unfavorable injunction, unless judgment, order, decree, ruling or charge could reasonably be expected to (in i) challenge, delay or prevent the performance of this Agreement or the consummation of any of the foregoing casestransactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) cause any of the same transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Buyer to own and operate the Purchased Assets or that may result in any Liability to Buyer, and no such injunction, judgment, order, decree or ruling shall have been dismissed, released entered or otherwise cured prior to Closing.be in effect; and 7.2.6 (g) No Applicable Law or order shall have been enacted or entered into after the Effective Date that would make illegal or invalid or otherwise prevent the consummation of the transactions described contemplated hereby. Any condition specified in this Agreement. (i) Purchaser shall have provided Lender with all documentationSection 2.02 may be waived by Buyer, instruments, agreements, opinions and other required materials, at its sole expense, required by or the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are time for the benefit of Sellerperformance thereof may be extended by Buyer, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, if such waiver is set forth in a writing duly executed by Buyer; provided, however, that the failure of Buyer to assert any such waiver of its rights shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed a waiver of any rights, and a waiver or extension as to have waived such Seller Closing Conditionany particular condition shall not be deemed a waiver or extension of any other condition.

Seller Closing Conditions. The obligation of the Seller to consummate the Closing Contemplated Transactions is subject to satisfaction the satisfaction, as of the Closing, of each of the following conditions (collectivelyany of which may be waived in writing by the Seller in whole or in part): (a) all agreements and covenants required by this Agreement to be complied with or performed by Purchaser at or prior to the Closing shall have been complied with and performed in all material respects; (b) all representations and warranties of the Purchaser in this Agreement (i) that are qualified as to materiality or material adverse effect shall be true and correct, in all respects, as of the Closing or other time stated as if made at and as of that time and (ii) that are not so qualified shall be true and correct, in all material respects, as of the Closing or other time stated as if made at and as of that time; (c) the Seller Required Consents described in items 1 and 2 on Schedule 3.5 shall have been obtained or occurred, as applicable; (d) no Order which prevents the consummation of any material aspect of the Contemplated Transactions shall have been issued and remain in effect (each Party agreeing to use its commercially reasonable efforts to have any such Order lifted) and no Law shall have been enacted which prohibits the consummation of the Contemplated Transactions; (e) the Purchaser shall have delivered to the Seller a certificate of a duly authorized officer of the Seller, dated as of the Closing Date, certifying that, to the knowledge of such officer, the “Seller conditions set forth in Section 6.1(a) and (b) have been satisfied as of the Closing Conditions”):Date; 7.2.1 This (f) the Purchaser Guarantee Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries effect and no material default or breach shall have been delivered to occurred thereunder; (g) the Mirror Confirm shall be in full force and effect and no material default or breach by Purchaser shall have occurred thereunder; (h) the Supply Trade Agreements shall be in full force and effect and no material default or breach by Purchaser shall have occurred thereunder; and (i) the Seller or deposited with Escrow Agent in the Closing Escrow shall have received those documents to be delivered to the Seller upon Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is madeaccordance with Section 2.5(b). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of the Seller to consummate the Closing Contemplated Transactions is subject to satisfaction the satisfaction, as of the Closing, of each of the following conditions (collectivelyany of which may be waived in writing by the Seller in whole or in part): (a) all agreements and covenants required by this Agreement to be complied with or performed by Purchaser at or prior to the Closing shall have been complied with and performed in all material respects; (b) all representations and warranties of the Purchaser in this Agreement (i) that are qualified as to materiality or material adverse effect shall be true and correct, in all respects, as of the Closing or other time stated as if made at and as of that time and (ii) that are not so qualified shall be true and correct, in all material respects, as of the Closing or other time stated as if made at and as of that time; (c) the Seller Required Consents described in items 1 and 2 on Schedule 3.5 shall have been obtained or occurred, as applicable; (d) no Order which prevents the consummation of any material aspect of the Contemplated Transactions shall have been issued and remain in effect (each Party agreeing to use CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. its commercially reasonable efforts to have any such Order lifted) and no Law shall have been enacted which prohibits the consummation of the Contemplated Transactions; (e) the Purchaser shall have delivered to the Seller a certificate of a duly authorized officer of the Seller, dated as of the Closing Date, certifying that, to the knowledge of such officer, the “Seller conditions set forth in Section 6.1(a) and (b) have been satisfied as of the Closing Conditions”):Date; 7.2.1 This (f) the Purchaser Guarantee Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries effect and no material default or breach shall have been delivered to occurred thereunder; (g) the Mirror Confirm shall be in full force and effect and no material default or breach by Purchaser shall have occurred thereunder; (h) the Supply Trade Agreements shall be in full force and effect and no material default or breach by Purchaser shall have occurred thereunder; and (i) the Seller or deposited with Escrow Agent in the Closing Escrow shall have received those documents to be delivered to the Seller upon Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is madeaccordance with Section 2.5(b). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation obligations of Seller to consummate sell the Closing is Assets are subject to satisfaction the fulfillment of each of the following conditions conditions, any of which may be waived in writing by the Seller: (collectively, the “Seller Closing Conditions”): 7.2.1 This Agreement shall be in full force and effect. 7.2.2 All a) Each of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement Buyer contained herein shall be true and correct in all material respects (unless any such representation and warranty is qualified by a materiality standard, in which case such representation and warranty shall be true and correct in all respects) on and as of the date made of this Agreement and on and as of the Closing Date (or with the same force and effect as though made on and as of such other date (except that representations and warranties that are made as of a specific date need to which be so true and correct only as of such representation or warranty expressly is madedate), except to the extent that the failure of any of such representations and warranties to be so true and correct would not materially and adversely affect the ability of Buyer to perform its obligations under this Agreement. 7.2.4 The (b) Each of the covenants and obligations of Purchaser in agreements required by this Agreement to have been performed and complied with by Buyer prior to or on the Closing Date shall have been performed and complied with in all material respectsrespects prior to or on the Closing Date. 7.2.5 (c) No Adverse Proceeding shall be in effect, pending order of any court restraining or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent prohibiting the consummation of the transactions described contemplated hereby or by the Transaction Documents shall be in this Agreementeffect. No litigation shall have been instituted by any Person (including any governmental authority) seeking to prohibit, declare illegal or to enjoin the transactions contemplated hereby or by the Transaction Documents. (id) Purchaser shall have provided Lender with all documentationAny required third party Consents, instrumentsfilings, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, certificates from the Seller Credit Support Agreements and Lender or any third party (including any governmental authority or agency) relating to the sale of the Assets, including, without limitation, copies of all written consents obtained in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates Material Contracts, shall have been obtained. (e) The Transaction Documents to which Buyer is a party shall have been executed and delivered by Buyer. (f) Buyer shall have paid to Lender such Replacement Credit Support Agreements Seller all amounts due and owing to Seller pursuant to the HealthTrans Master Services Agreement dated April 1, 2002, as amended (if and other documentation, instruments, opinions and other materialsto the extent amended) as Lender requires to fully release (the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements“Master Services Agreement”). The Seller Closing Conditions are for the benefit of Seller, parties agree that such amount due and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition owing is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Conditionapproximately $1,039,294.00.

Seller Closing Conditions. The obligation of Seller In addition to consummate the Closing is subject to satisfaction of the following conditions (collectively, the “Seller Closing Conditions”): 7.2.1 This Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow any other documents to be delivered under other provisions of this Agreement, at the Closing the Seller and Shareholders, as the case may be, shall deliver to Purchaser: (i) an assignment of all of the Purchased Assets that are intangible personal property, including all Intellectual Property Assets, and a xxxx of sale for all of the Purchased Assets that are Tangible Personal Property in the form of Exhibit B (the “Assignment and Xxxx of Sale”) executed by Seller; (ii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller; (iii) noncompetition agreements in the form of Exhibit C, executed by the Seller upon Closing.and each Shareholder (the “Noncompetition Agreements”); 7.2.3 The (iv) a certificate executed by Seller and each Shareholder as to the accuracy of their representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made of this Agreement and as of the Closing Date (or and as to their compliance with and performance of such other date to which such representation or warranty expressly is made). 7.2.4 The their covenants and obligations of Purchaser to be performed or complied with at or before the Closing in this Agreement shall have been performed in all material respects.accordance with Section 6; and 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any v) a certificate of the foregoing cases) the same shall have been dismissedSecretary of Seller certifying, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation as complete and accurate as of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentationClosing, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer attached copies of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit governing documents of Seller, certifying and Seller shall have attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the right execution and delivery of this Agreement and certifying to waive any the incumbency and signatures of the officers of Seller Closing Conditions at or prior executing this Agreement and any other document relating to Closing, provided, however, that any the contemplated transaction and accompanied by the requisite documents for amending the relevant governing documents of Seller required to effect such waiver shall be made change of name in a writing executed by Seller. Notwithstanding form sufficient for filing with the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Conditionappropriate Governmental Authority.

Seller Closing Conditions. The obligation of Seller Buyer to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or prior to the Closing Date: (collectivelya) Seller shall have delivered to the Buyer the following closing deliverables, in form and substance satisfactory to the “Buyer: (i) a Xxxx of Sale duly executed by Seller, transferring the Purchased Assets to Buyer; (ii) a fully executed Intellectual Property Assignment duly executed by Seller, transferring all of Seller's right, title and interest in and to the trademark registrations and applications, copyright registrations and applications and domain name registrations included in the Purchased Assets to Buyer; (iii) a fully executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller Closing Conditions”):is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; 7.2.1 This (iv) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement shall be and evidence of the payment in full force and effect.or other satisfaction of any taxes owed by Seller in those jurisdictions; 7.2.2 All (v) a fully executed certificate of the Purchaser Closing Deliveries shall have been delivered Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller or deposited with Escrow Agent in authorized to sign this Agreement and the Closing Escrow documents to be delivered hereunder; and (vi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller upon ClosingBuyer, as may be required to give effect to this Agreement. 7.2.3 (b) The representations and warranties in Article III hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of Purchaser the Closing and the representations and warranties contained in this Agreement Article III hereof that are not subject to materiality qualifications shall be true and correct in all material respects as of the date made at and as of the Closing, in each case as though then made and as though the Closing Date was substituted for the Effective Date throughout such representations and warranties (or except those representations and warranties that address matters only as of such other a specified date, the accuracy of which shall be determined as of that specified date to which such representation or warranty expressly is madein all respects). 7.2.4 The covenants , and obligations of Purchaser in this Agreement Seller shall have been performed in all material respects.respects all of the covenants and agreements required to be performed by it hereunder prior to the Closing; 7.2.5 (c) Seller shall have received or obtained all third-party consents and approvals that are necessary for the consummation of the transactions contemplated hereby or for Buyer to own and operate the Purchased Assets (collectively, the “Third-Party Approvals”), in each case on terms and conditions reasonably satisfactory to Buyer, including, without limitation, the approval of or tender of irrevocable proxies in favor of the consummation of the transactions contemplated by this Agreement and the winding up and dissolution of the Company following the consummation of the transactions contemplated by this Agreement by at least a majority of the issued and outstanding voting securities of the Seller (the “Seller Shareholders’ Approval”) (d) Seller shall have received or obtained all federal, state, local and foreign governmental and regulatory consents, novations, approvals, licenses and authorizations that are necessary for the consummation of the transactions contemplated hereby or for Buyer to own and operate the Purchased Assets on terms and conditions reasonably satisfactory to Buyer (collectively, the “Governmental Approvals”); (e) Seller shall have received or obtained evidence reasonably satisfactory to Buyer of the termination of all loan agreements and security agreements relating to the Seller and the Purchased Assets, of the termination and release of all Liens on the Seller and its assets and of the termination of any UCC financing statements; (f) No Adverse material and adverse effect or development upon the Purchased Assets shall have occurred; (g) Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, or imposed upon Seller by Law, that are required to be performed or complied with by Seller on or before the Closing; (h) No Proceeding shall be in effect, pending or threatened in writingbefore any Governmental Entity wherein an unfavorable injunction, unless judgment, order, decree, ruling or charge could reasonably be expected to (in i) challenge, delay or prevent the performance of this Agreement or the consummation of any of the foregoing casestransactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) cause any of the same transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Buyer to own and operate the Purchased Assets or that may result in any Liability to Buyer, and no such injunction, judgment, order, decree or ruling shall have been dismissed, released entered or otherwise cured prior to Closing.be in effect; 7.2.6 (i) No Applicable Law or order shall have been enacted or entered into after the Effective Date that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement.contemplated hereby; (ij) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements Buyer (and other documentation, instruments, opinions and other materialsi) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any a certificate signed by an authorized officer of the Seller dated the date of the Closing, stating that the conditions specified in Sections 2.02(b)–(g), inclusive, have been satisfied as of the Closing; (ii) copies or other reasonable evidence of all required Third-Party Approvals and Governmental Approvals; (iii) certified copies of the resolutions of the Seller’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) a good standing certificate for the Seller from its jurisdiction of organization and each jurisdiction in which the Seller is qualified to do business as a foreign entity, in each case dated within fifteen (15) days of the Closing Conditions Date; and (vi) such other documents or instruments as are required to be delivered by Seller at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to Closingthe Closing Date to effect the transactions contemplated hereby. Any condition specified in this Section 2.02 may be waived by Buyer, or the time for the performance thereof may be extended by Buyer, if such waiver is set forth in a writing duly executed by Buyer; provided, however, that the failure of Buyer to assert any such waiver of its rights shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed a waiver of any rights, and a waiver or extension as to have waived such Seller Closing Conditionany particular condition shall not be deemed a waiver or extension of any other condition.

Seller Closing Conditions. The obligation of Seller to consummate sell the Note, the Warrants, the Confession of Judgment, the Judgment and the Judgment Liens as provided herein on the Closing Date is subject to satisfaction of the following conditions (collectivelythe "SELLER CLOSING CONDITIONS"), the “PROVIDED that these conditions are for Seller's sole benefit and may be waived by Seller Closing Conditions”): 7.2.1 This Agreement shall be at any time in full force and effectits sole discretion by providing Buyer with prior written consent thereof. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 (i) The representations and warranties of Purchaser in this Agreement Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (or except for representations and warranties that speak as of a specific date, which shall be true and correct as of such other date to which such representation or warranty expressly is madespecified date). 7.2.4 The covenants , and obligations of Purchaser in this Agreement Buyer shall have been performed performed, satisfied and complied in all material respects. 7.2.5 No Adverse Proceeding shall respects with the covenants, agreements and conditions required by this Agreement to be in effectperformed, pending satisfied or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released complied with by Buyer at or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this AgreementClosing Date. (iii) Purchaser Seller shall have provided Lender with received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER ") duly executed by all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and parties thereto. (iiiii) Purchaser and/or one of its credit worthy affiliates Buyer shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release Seller the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are Purchase Price for the benefit Note and the related Warrants being purchased by Buyer at the Closing by wire transfer of Seller, and Seller shall have immediately available funds pursuant to the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed wire instructions provided by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of Seller to consummate the Closing is subject to satisfaction of the following conditions (collectively, the “Seller Closing Conditions”): 7.2.1 This Agreement shall be in full force and effect. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon at Closing. 7.2.3 The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date made and as of the Closing Date (or as of such other date to which such representation or warranty expressly is made). 7.2.4 The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects. 7.2.5 No Adverse Proceeding shall be in effect, pending or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement. (i) Purchaser shall have provided Lender with all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required by the Loan Agreement, the Seller Credit Support Agreements and Lender in connection with the transfer of the Target Interest and (ii) Purchaser and/or one of its credit worthy affiliates shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.

Seller Closing Conditions. The obligation of Seller to consummate sell the Note, the Warrants and the Judgment as provided herein on the Closing Date is subject to satisfaction of the following conditions (collectivelythe "SELLER CLOSING CONDITIONS"), the “PROVIDED that these conditions are for Seller's sole benefit and may be waived by Seller Closing Conditions”): 7.2.1 This Agreement shall be at any time in full force and effectits sole discretion by providing Buyer with prior written consent thereof. 7.2.2 All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller upon Closing. 7.2.3 (i) The representations and warranties of Purchaser in this Agreement Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (or except for representations and warranties that speak as of a specific date, which shall be true and correct as of such other date to which such representation or warranty expressly is madespecified date). 7.2.4 The covenants , and obligations of Purchaser in this Agreement Buyer shall have been performed performed, satisfied and complied in all material respects. 7.2.5 No Adverse Proceeding shall respects with the covenants, agreements and conditions required by this Agreement to be in effectperformed, pending satisfied or threatened in writing, unless (in any of the foregoing cases) the same shall have been dismissed, released complied with by Buyer at or otherwise cured prior to Closing. 7.2.6 No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this AgreementClosing Date. (iii) Purchaser Seller shall have provided Lender with received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all documentation, instruments, agreements, opinions and other required materials, at its sole expense, required parties thereto. (iii) Seller shall have received the Release executed by the Loan Agreement, the Seller Credit Support Agreements and Lender Borrower in connection with the transfer favor of the Target Interest and Seller. (iiiv) Purchaser and/or one of its credit worthy affiliates Buyer shall have delivered to Lender such Replacement Credit Support Agreements (and other documentation, instruments, opinions and other materials) as Lender requires to fully release Seller the Carlyle Guarantors from all of their obligations under the Seller Credit Support Agreements. The Seller Closing Conditions are Purchase Price for the benefit Note, the related Warrants and the Judgment being purchased by Buyer at the Closing by wire transfer of Seller, and Seller shall have immediately available funds pursuant to the right to waive any of the Seller Closing Conditions at or prior to Closing, provided, however, that any such waiver shall be made in a writing executed wire instructions provided by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.