Common use of Conditions to Obligations of Parent and Buyer Clause in Contracts

Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions of Section 2.10, the obligation of Parent and Buyer to consummate the Closing is subject to the satisfaction, or the waiver at Parent’s and Buyer’s sole and absolute discretion, of all the following further conditions: (i) Each of Seller and the Members shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing Date, (ii) the representations and warranties of Seller and the Members contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (i), (ii) and (iii) of this Section 8.2(a). (b) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law, statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer of the Business after the Closing Date. (c) Parent shall have received all documents it may request relating to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (i) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote or consent of Seller’s members authorizing this Agreement and the Additional Agreements and the transaction contemplated hereby and thereby, (iv) a certificate of the Secretary of Seller certifying each of the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding Seller from the office of the Secretary of State of the State of New York, and each other jurisdiction in which Seller is qualified to do business. (d) Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, with the results of its and its representatives’ review of Seller and the Business (including any review of the assets, financial condition, and prospects of the Business); provided, that no such review shall affect any representation or warranty of Seller or any Member given hereunder or in any instrument related to the transactions contemplated hereby. (e) Each of Skynet, Zylonet and their respective Shareholders shall have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder shall have been fulfilled and satisfied. (f) Parent or either Buyer shall have reasonably determined that, after Parent or Buyer has had the opportunity to meet or speak to representatives of the largest advertisers of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for the purchase of advertising as favorable to Buyer as the terms provided to Seller. (g) Buyer will have entered into an agreement, in form and substance satisfactory to it, with one or more banks and/or credit card companies, pursuant to which, from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companies. (h) Parent shall have received all Seller Consents (including any required consents of the landlords under the Office Leases), in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revoked. (i) Seller shall have delivered to Parent documents satisfactory to Parent to evidence the release of all Liens on any portion of the assets of Seller and the filing of appropriate UCC-3 Termination Statements. (j) Each of Benzaken, A▇▇▇▇▇ ▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into and delivered to Parent an employment agreement with Buyer substantially in the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectively, the “Employment Agreements”), and the same shall be in full force and effect. (k) Each of the Members shall have entered into and delivered to Parent a restrictive covenant agreements with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect. (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet shall have any Indebtedness, other than Indebtedness of Seller to Skynet. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount of the Minimum Required EBITDA.

Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions of Section 2.10, the obligation The obligations of Parent and Buyer to consummate the Closing is transactions contemplated hereby shall be subject to the satisfactionfulfillment or B▇▇▇▇’s waiver, at or prior to the waiver at Parent’s and Buyer’s sole and absolute discretionClosing, of all each of the following further conditions: (ia) Each the Fundamental Representations shall be true and correct in all respects as of Seller the Closing Date as though such representations and warranties had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specified date shall be true and correct only as of such date). (b) the representations and warranties set forth in Article III (other than the Fundamental Representations) shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “in all material respects” or “Material Adverse Effect” set forth therein) in all material respects as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specified date shall be true and correct only as of such date). (c) the Company and the Members shall have duly performed and complied in all material respects with all of their respective agreements, covenants, obligations hereunder and conditions required by this Agreement and the agreements contemplated hereby to be performed or complied with by them at him, her or it prior to the Closing Date, (ii) the representations and warranties of Seller and the Members contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (i), (ii) and (iii) of this Section 8.2(a). (b) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law, statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer of the Business after on the Closing Date. (cd) Parent the Company shall have received all documents it may request relating delivered (or caused to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (ibe delivered) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote or consent of Seller’s members authorizing this Agreement and the Additional Agreements and the transaction contemplated hereby and thereby, (iv) a certificate of the Secretary of Seller certifying each of the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding Seller from the office of the Secretary of State of the State of New York, and each other jurisdiction closing deliverables set forth in which Seller is qualified to do business. (d) Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, with the results of its and its representatives’ review of Seller and the Business (including any review of the assets, financial condition, and prospects of the BusinessSection 2.5(b); provided, that no such review shall affect any representation or warranty of Seller or any Member given hereunder or in any instrument related to the transactions contemplated hereby.; (e) Each of Skynet, Zylonet and their respective Shareholders there shall not have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder shall have been fulfilled and satisfied.occurred a Material Adverse Effect; (f) Parent or either Buyer the Company shall have reasonably determined thatdelivered to Buyer a copy of approval(s) from the Virginia Cannabis Control Authority and any other applicable Governmental Entity, after Parent or Buyer has had for the opportunity to meet or speak to representatives transactions contemplated hereby and the transfer of ownership of the largest advertisers Company and in the Marijuana Permits, which approval(s) shall, as determined by Parent and/or Buyer in its reasonable discretion, be free of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for any uncured regulatory violations (the purchase of advertising as favorable to Buyer as the terms provided to Seller.“Virginia Transaction Approval”); and (g) Buyer will shall not have entered into an agreementsent a notice of termination or otherwise terminated either the 203 Arizona Purchase Agreement or the SWC Arizona Purchase Agreement, in form and substance satisfactory to it, with one none of Cannabist or more banks and/or credit card companies, pursuant to which, from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companies. (h) Parent sellers thereunder shall have received all Seller Consents (including breached any required consents of the landlords under the Office Leases), provisions thereof in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revokedany material respect. (i) Seller shall have delivered to Parent documents satisfactory to Parent to evidence the release of all Liens on any portion of the assets of Seller and the filing of appropriate UCC-3 Termination Statements. (j) Each of Benzaken, A▇▇▇▇▇ ▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into and delivered to Parent an employment agreement with Buyer substantially in the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectively, the “Employment Agreements”), and the same shall be in full force and effect. (k) Each of the Members shall have entered into and delivered to Parent a restrictive covenant agreements with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect. (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet shall have any Indebtedness, other than Indebtedness of Seller to Skynet. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount of the Minimum Required EBITDA.

Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions The obligation of Section 2.10, the obligation each of Parent and Buyer to consummate the Closing transactions contemplated hereby is subject to the satisfaction, satisfaction (or the waiver at by Parent’s and Buyer’s sole and absolute discretion, ) of all the following further additional conditions: (ia) Each all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Seller and or Metromedia to consummate the Members transactions contemplated hereby shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior been obtained (and copies thereof shall have been provided to the Closing Date, Parent) on terms which are reasonably satisfactory to the Parent (iiprovided that Parent and Buyer agree that the obtaining of consents with respect to the Division Contracts listed on Schedule 5.2(a) shall not be a condition to the Closing); (b) the representations and warranties of the Seller set forth in Section 2 and the Members contained of Metromedia set forth in this Agreement, the Additional Agreements and in any certificate or other writing delivered by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating Section 11 which are qualified as to materiality or Material Adverse Effect, shall be true and correct at in all respects, and those which are not qualified as to materiality shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Dateas though made as of the Closing, except to the extent such representations and warranties are specifically made as if made at of a particular date or as of the date of this Agreement (in which case such representations and warranties shall be true and correct as of such date with only in all respects, or true and correct as of such exceptions date in all material respects, as could not in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (iapplicable), (ii) and (iii) of this Section 8.2(a).; (bc) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be threatened or pending any provision suit, action or proceeding by any Governmental Entity: (i) seeking to prohibit or impose any material limitations on the Parent's ownership or operation (or that of any applicable Lawof its subsidiaries or Affiliates) of all or a material portion of their businesses or assets or the Division or the Assets, statute, rule or regulation, restraining to compel the Parent or prohibiting any of its Subsidiaries or Affiliates to dispose of or hold separate any material portion of the Assets or the business or assets of the Parent or any of its subsidiaries or Affiliates, (ii) seeking to restrain or prohibit the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer performance of any of the Business after the Closing Date. (c) Parent shall have received all documents it may request other transactions relating to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory or seeking to obtain from the Parent and its legal counsel, including (i) a copy or any subsidiary of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; Parent any damages that are material, (iii) copies seeking to impose material limitations on the ability of resolutions duly adopted by the Board Parent, or rendering the Parent unable, to accept for payment or pay for or purchase some or all of Managers the Assets or otherwise to consummate the Closing, or to effectively exercise full rights of Seller and by ownership of the unanimous vote Division or consent any of Seller’s members authorizing this Agreement and the Additional Agreements and the transaction contemplated hereby and therebyAssets, or (iv) which otherwise is reasonably likely to have a certificate material adverse affect on the consolidated financial condition, businesses or results of operations of the Secretary of Seller certifying each of Division or the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding Seller from the office of the Secretary of State of the State of New York, and each other jurisdiction in which Seller is qualified to do business.Parent; (d) Parent the Seller shall have performed or complied in all material respects with its agreements and covenants required to be fully satisfied, in its sole discretion which shall be exercised in good faith, performed or complied with the results under this Agreement as of its and its representatives’ review of Seller and the Business (including any review of the assets, financial condition, and prospects of the Business); provided, that no such review shall affect any representation or warranty of Seller or any Member given hereunder or in any instrument related prior to the transactions contemplated hereby.Closing; (e) Each of Skynet, Zylonet and their respective Shareholders shall have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder shall have been fulfilled and satisfied. (f) Parent or either Buyer shall have reasonably determined that, after Parent or Buyer has had the opportunity to meet or speak to representatives of the largest advertisers of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for the purchase of advertising as favorable to Buyer as the terms provided to Seller. (g) Buyer will have entered into an agreement, in form and substance satisfactory to it, with one or more banks and/or credit card companies, pursuant to which, from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companies. (h) Parent shall have received all Seller Consents (including any required consents of the landlords under the Office Leases), in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revoked. (i) Seller shall have delivered to Parent documents satisfactory and Buyer a certificate (the "Seller Certificate") of its Chief Executive Officer or Chief Financial Officer to Parent to evidence the release of all Liens on any portion effect that each of the assets conditions specified in Section 5.1 and clauses (a), (b) and (d) of Seller and the filing of appropriate UCC-3 Termination Statements.this Section 5.2 is satisfied in all respects; (jf) Each of BenzakenParent shall have received from ▇▇▇▇, AWeiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇, counsel to the Seller and RMetromedia an opinion with respect to the matters set forth in Exhibit C-1 attached hereto, and from ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, General Counsel of Metromedia and special counsel to the Seller an opinion with respect to the matters set forth in Exhibit C-2 attached hereto, dated as of the Closing Date; (g) Parent shall have entered into received such other certificates and instruments (including without limitation certificates of good standing of the Seller in the State of California and the State of North Carolina, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions and evidence of ownership of Assets) as set forth in Section 6.1; and (h) the Escrow Agreement shall have been executed and delivered to Parent an employment agreement with Buyer substantially in by the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectively, the “Employment Agreements”), and the same shall be in full force and effectSeller. (k) Each of the Members shall have entered into and delivered to Parent a restrictive covenant agreements with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect. (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet shall have any Indebtedness, other than Indebtedness of Seller to Skynet. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount of the Minimum Required EBITDA.

Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions of Section 2.10, the obligation The obligations of Parent and Buyer to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment or the waiver at Buyer’s and Parent’s and Buyer’s sole and absolute discretionwaiver, of all the following further conditions: (i) Each of Seller and the Members shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing DateClosing, of each of the following conditions: (iia) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) All approvals, consents, authorizations, orders and waivers that are listed on Section 3.5 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing, and no such approvals, consents, authorizations, orders or waivers shall have been revoked. (c) Other than the representations and warranties of Seller contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.6 and Section 3.27, the Members representations and warranties of Seller contained in this Agreement, the Additional Agreements other Transaction Documents and in any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true ) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and correct at as of the date hereof and on and as of the Closing Date, Date with the same effect as if though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.6 and Section 3.27 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only such exceptions as could of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (d) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement. (e) No Action shall have been commenced against Seller, any Company or any Company Subsidiary that would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (f) From the date of this Agreement, there shall not in the aggregate reasonably be expected to have a occurred any Material Adverse Effect, (iii) there nor shall any event or events have been no eventoccurred that, change or occurrence which individually or together in the aggregate, with any other event, change or occurrencewithout the lapse of time, could reasonably be expected to have a Material Adverse Change or result in a Material Adverse Effect. (g) The other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (h) Parent and Buyer shall have received a certificate, regardless dated the Closing Date and signed by a duly authorized officer or manager of whether it involved a known riskSeller, that each of the conditions set forth in Section 7.1(c) and Section 7.1(d) have been satisfied. (ivi) Parent and Buyer shall have received a certificate signed of an officer or manager of Seller certifying (i) as to true and complete copies of all resolutions adopted by the President and Chief Financial Officer managers of Seller authorizing the execution, delivery and all of the Members to the effect set forth in clauses (i), (ii) and (iii) performance of this Section 8.2(a). (b) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for Agreement and the issuance of any thereof, other Transaction Documents and there shall not be any provision of any applicable Law, statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer of the Business after the Closing Date. (c) Parent shall have received all documents it may request relating to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (i) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote or consent of Seller’s members authorizing this Agreement and the Additional Agreements and the transaction transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (ivii) a certificate of the Secretary of Seller certifying each of the foregoing names and as to signatures of the officer(s) officers of Seller authorized to execute sign this Agreement Agreement, the Transaction Documents and any certificate or document the other documents to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, hereunder and thereunder. (vj) Seller shall have delivered to Buyer and Parent a recent good standing certificate regarding Seller (or its equivalent) for each Company and each Major Subsidiary from the office secretary of state or similar Governmental Authority of the Secretary of State of jurisdiction under the State of New York, and each other jurisdiction Laws in which Seller the Company or Major Subsidiary is qualified to do businessorganized. (dk) Seller shall have delivered to Buyer and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, with a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the results meaning of its and its representatives’ review of Seller and the Business (including any review Section 1445 of the assets, financial condition, Code. (l) [Reserved] (m) Seller shall have delivered to Buyer and prospects of the Business); provided, that no Parent such review shall affect consents as are necessary to (i) enable Buyer or Parent to make any representation or warranty of Seller or any Member given hereunder or tax elections determined to be necessary in any instrument related to connection with the transactions contemplated herebyby this Agreement, including without limitation elections under Section 754 of the Code and (ii) permit the transfers of the interests in each Company and each Company Subsidiary under their respective operating agreements. (en) Each of Skynet, Zylonet and their respective Shareholders shall have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder A closing agreement shall have been fulfilled executed by the Parent and satisfied. other parties thereto and delivered to the Buyer Parties (fas such term is defined therein) Parent or either Buyer shall have reasonably determined that, after Parent or Buyer has had the opportunity to meet or speak to representatives of the largest advertisers of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for the purchase of advertising as favorable to Buyer as the terms provided to Seller. (g) Buyer will have entered into an agreement, in form and substance satisfactory to it, with one or more banks and/or credit card companies, pursuant to which, from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companiesParent. (h) Parent shall have received all Seller Consents (including any required consents of the landlords under the Office Leases), in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revoked. (io) Seller shall have delivered to Buyer and Parent such other documents satisfactory or instruments as Buyer reasonably requests and are reasonably necessary to Parent to evidence consummate the release of all Liens on any portion of the assets of Seller and the filing of appropriate UCC-3 Termination Statementstransactions contemplated by this Agreement. (jp) Each Parent and Buyer shall be reasonably satisfied that all of Benzaken, A▇▇▇▇▇ ▇▇▇▇▇ the due diligence requests of the Parent or Buyer to the Seller have been fulfilled by the Seller and R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into with the results of the due diligence review of such requested documents and delivered to Parent an employment agreement with Buyer substantially in the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectivelyinformation. However, the “Employment Agreements”), and closing condition set forth in this Section 7.1(p) shall only apply to instances where the same shall be in full force and effect. (k) Each Seller has failed to fulfill or omitted due diligence requests of the Members shall have entered into and delivered to Parent a restrictive covenant agreements or Buyer or where the Parent or Buyer is reasonably dissatisfied with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect. (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet shall have any Indebtedness, other than Indebtedness of Seller to Skynet. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount results of the Minimum Required EBITDAdue diligence review of material documents or information.

Conditions to Obligations of Parent and Buyer. In addition Parent’s and Buyer’s obligations to consummate the terms transactions contemplated by this Agreement and provisions of Section 2.10, to take the obligation of other actions required to be taken by Parent and Buyer to consummate the at Closing is are subject to the satisfaction, at or before Closing, of each of the waiver at Parent’s and Buyer’s following conditions (any of which may be waived by Parent or Buyer in their sole and absolute discretion, of all the following further conditions:in whole or in part): (a) (i) Each of Seller the representations and warranties set forth in Article 2 and Article 3 (other than the Members shall have duly performed representations and warranties set forth in Sections 2.1, 2.2, 2.7(b), 2.23, 3.1 and 3.3) that are qualified by reference to “Company Material Adverse Effect” or other materiality qualifications must be true and correct in all respects, and those that are not so qualified must be true and correct in all material respects all respects, as of their respective obligations hereunder required to be performed by them at or prior to the date of this Agreement and as of the Closing Date as if made again on the Closing Date, except for any representation or warranty made as of a specific date or for a particular period, which must be true and correct in all respects or in all material respects, as applicable, as of such specific date or for such particular period; and (ii) the representations and warranties of Seller set forth in Sections 2.1, 2.2, 2.7(b), 2.23, 3.1 and the Members contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall 3.3 must be true and correct at in all respects as of the date of this Agreement and as of the Closing Date, Date as if made at and as of such date with only such exceptions as could not in again on the aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (i), (ii) and (iii) of this Section 8.2(a).Closing Date; (b) No courtSeller and the Company must have performed and complied in all material respects with their covenants and obligations under this Agreement required to be performed or complied with by them prior to Closing; (c) Seller must have delivered to Buyer, arbitrator or governmental bodyin substantially the form attached hereto as Exhibit 6.1(c), agency or official shall a certificate dated as of the Closing Date certifying that the conditions set forth in Section 6.1(a) and Section 6.1(b) have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and been satisfied; (d) there shall must not be any provision final, non-appealable Order outstanding or any Law enacted since the date of any applicable Law, statute, rule or regulation, restraining or this Agreement prohibiting the consummation of the Closing transactions contemplated by this Agreement; (e) there shall be no unstaid or nondischarged action, suit, proceeding or investigation (including any contract audit) pending or threatened against Seller, the effective operation or enjoyment by Company, Parent or Buyer of the Business after the Closing Date. (c) Parent shall have received all documents it may request relating seeking to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (i) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote prevent or consent of Seller’s members authorizing invalidate this Agreement and the Additional Agreements and the transaction contemplated hereby and thereby, (iv) a certificate of the Secretary of Seller certifying each of the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding Seller from the office of the Secretary of State of the State of New York, and each other jurisdiction in which Seller is qualified to do business. (d) Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, with the results of its and its representatives’ review of Seller and the Business (including any review of the assets, financial condition, and prospects of the Business); provided, that no such review shall affect any representation or warranty of Seller or any Member given hereunder or in any instrument related to the transactions contemplated hereby. (e) Each of Skynet, Zylonet and their respective Shareholders shall have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder shall have been fulfilled and satisfied.; (f) Parent subject to the Closing, the Employment Agreement (subject to any amendments or either Buyer shall modifications thereto as approved by Buyer) must be in full force and effect and the individual a party thereto (subject to replacement of such individual as approved by Buyer) must not have reasonably determined that, after Parent or Buyer has had ceased employment with the opportunity to meet or speak to representatives of the largest advertisers of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for the purchase of advertising as favorable to Buyer as the terms provided to Seller.Company; (g) Buyer will Parent must have entered into an agreementreceived the Bankruptcy Court Approval, in form and substance satisfactory to itthe approval and consent of all appropriate governmental regulatory agencies, with one or more banks if any, and the receipt of approval and/or credit card companies, pursuant to which, consent from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companies.all other appropriate parties; (h) Parent shall have received all Seller Consents the R&W Insurance Policy (including any required consents of the landlords under the Office Leases), in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revoked. (ior a replacement policy approved by Buyer) Seller shall have delivered to Parent documents satisfactory to Parent to evidence the release of all Liens on any portion of the assets of Seller and the filing of appropriate UCC-3 Termination Statements. (j) Each of Benzaken, A▇▇▇▇▇ ▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into and delivered to Parent an employment agreement with Buyer substantially in the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectively, the “Employment Agreements”), and the same shall be in full force and effect.; (i) Parent and Buyer must be satisfied with the results of the due diligence items specified in Schedule 6.1(i); provided that this condition will be deemed satisfied with respect to an item specified in Schedule 6.1(i) if Parent and Buyer have not notified Seller in writing of their dissatisfaction with such item within three (3) Business Days following the deadline specified for such item in Schedule 6.1(i); (j) Parent and Buyer must be satisfied that: (i) all Company payroll Taxes are current and paid when due; (ii) any payroll Tax penalties and interest due and payable for any Pre-Closing Period are either paid or formally waived by letter or written agreement, provided that if penalty or interest for a Pre-Closing Period is waived after Closing based on a waiver request submitted prior to Closing, such refunded amount shall be paid by Buyer to Seller upon receipt; (iii) no criminal action against the Company or any of its current or former officers or directors in any way related to payroll Taxes shall have been commenced, nor shall have notice been received that such action is imminent or likely; and (iv) the Company shall have in place, to Buyer’s reasonable satisfaction, processes for the timely payment of payroll Taxes; (k) Each of the Members there shall have entered into and delivered to Parent a restrictive covenant agreements with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect.occurred no Company Material Adverse Effect; and (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet Buyer shall have received evidence of repayment of all of the Closing Date Debt and all of the Company’s other Indebtedness, and the release of any Indebtednessrelated Encumbrances, other than such Indebtedness of Seller to Skynetset forth on Schedule 6.1(l) and any Permitted Encumbrances. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount of the Minimum Required EBITDA.

Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions of Section 2.10, the obligation The obligations of Parent and Buyer under this Agreement to purchase the Shares and/or consummate the Closing is other transactions contemplated hereby are subject to the satisfaction, or the waiver at Parent’s and Buyer’s sole and absolute discretion, of all the following further conditions: (i) Each of Seller and the Members shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at on or prior to the Closing DateClosing, of the following conditions, unless waived (iito the extent such conditions can be waived) the by Parent and Buyer: (a) Accuracy of Representations and Warranties. The representations and warranties made by Sellers in Article III and by the Senior Management in Article IV of Seller and the Members contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered Agreement that are qualified by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or “material,” Material Adverse Effect, Effect or similar terms shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date with the same effect as if such representations and warranties had been made at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be true and correct in all respects as of such particular date), and all other representations and warranties made by Sellers in Article III and Article IV of this Agreement shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date with the same effect as if such representations and warranties had been made at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be true and correct in all material respects as of such date with only particular date), except to the extent that any inaccuracies of such exceptions as could not representations and warranties in the aggregate do not have, and would not reasonably be expected to have likely have, individually or in the aggregate, a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (i), (ii) and (iii) of this Section 8.2(a). (b) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law, statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer of the Business after the Closing Date. (c) Parent shall have received all documents it may request relating to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (i) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote or consent of Seller’s members authorizing this Agreement and the Additional Agreements and the transaction contemplated hereby and thereby, (iv) a certificate of the Secretary of Seller certifying each of the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding Seller from the office of the Secretary of State of the State of New York, and each other jurisdiction in which Seller is qualified to do business. (d) Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, with the results of its and its representatives’ review of Seller and the Business (including any review of the assets, financial condition, and prospects of the Business); provided, that no such review shall affect any representation or warranty of Seller or any Member given hereunder or in any instrument related to the transactions contemplated hereby. (e) Each of Skynet, Zylonet and their respective Shareholders shall have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder shall have been fulfilled and satisfied. (f) Parent or either Buyer shall have reasonably determined that, after Parent or Buyer has had the opportunity to meet or speak to representatives of the largest advertisers of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for the purchase of advertising as favorable to Buyer as the terms provided to Seller. (g) Buyer will have entered into an agreement, in form and substance satisfactory to it, with one or more banks and/or credit card companies, pursuant to which, from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companies. (h) Parent shall have received all Seller Consents (including any required consents of the landlords under the Office Leases), in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revoked. (i) Seller shall have delivered to Parent documents satisfactory to Parent to evidence the release of all Liens on any portion of the assets of Seller and the filing of appropriate UCC-3 Termination Statements. (j) Each of Benzaken, A▇▇▇▇▇ ▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into and delivered to Parent an employment agreement with Buyer substantially in the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectively, the “Employment Agreements”), and the same shall be in full force and effect. (k) Each of the Members shall have entered into and delivered to Parent a restrictive covenant agreements with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect. (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet shall have any Indebtedness, other than Indebtedness of Seller to Skynet. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount of the Minimum Required EBITDA.

Conditions to Obligations of Parent and Buyer. In addition to the terms and provisions of Section 2.10, the obligation The obligations of Parent and Buyer to consummate the Closing is transactions contemplated hereby shall be subject to the satisfactionfulfillment or ▇▇▇▇▇’s waiver, at or prior to the waiver at Parent’s and Buyer’s sole and absolute discretionClosing, of all each of the following further conditions: (ia) Each the Fundamental Representations shall be true and correct in all respects as of Seller the Closing Date as though such representations and warranties had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specified date shall be true and correct only as of such date). (b) the representations and warranties set forth in Article III (other than the Fundamental Representations) shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “in all material respects” or “Material Adverse Effect” set forth therein) in all material respects as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specified date shall be true and correct only as of such date). (c) the Company and the Members shall have duly performed and complied in all material respects with all of their respective agreements, covenants, obligations hereunder and conditions required by this Agreement and the agreements contemplated hereby to be performed or complied with by them at him, her or it prior to the Closing Date, (ii) the representations and warranties of Seller and the Members contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by Seller or any Member pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct at and as of the Closing Date, as if made at and as of such date with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Change or a Material Adverse Effect, regardless of whether it involved a known risk, and (iv) Parent and Buyer shall have received a certificate signed by the President and Chief Financial Officer of Seller and all of the Members to the effect set forth in clauses (i), (ii) and (iii) of this Section 8.2(a). (b) No court, arbitrator or governmental body, agency or official shall have issued any Order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law, statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation or enjoyment by Parent or Buyer of the Business after on the Closing Date. (cd) Parent the Company shall have received all documents it may request relating delivered (or caused to the existence of Seller and the authority of Seller to enter into and perform its respective obligations under this Agreement, all in form and substance reasonably satisfactory to Parent and its legal counsel, including (ibe delivered) a copy of the certificate of formation of Seller certified as of a recent date by the Secretary of State of New York, (ii) copies of Seller’s operating agreement as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Managers of Seller and by the unanimous vote or consent of Seller’s members authorizing this Agreement and the Additional Agreements and the transaction contemplated hereby and thereby, (iv) a certificate of the Secretary of Seller certifying each of the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding Seller from the office of the Secretary of State of the State of New York, and each other jurisdiction closing deliverables set forth in which Seller is qualified to do business. (d) Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, with the results of its and its representatives’ review of Seller and the Business (including any review of the assets, financial condition, and prospects of the BusinessSection 2.5(b); provided, that no such review shall affect any representation or warranty of Seller or any Member given hereunder or in any instrument related to the transactions contemplated hereby.; (e) Each of Skynet, Zylonet and their respective Shareholders there shall not have duly performed all of their respective obligations under the Merger Agreement to be performed by them at or prior to the Closing Date thereunder and Parent shall be fully satisfied, in its sole discretion which shall be exercised in good faith, that all such conditions with respect to the Closing as defined thereunder shall have been fulfilled and satisfied.occurred a Material Adverse Effect; (f) Parent or either Buyer the Company shall have reasonably determined thatdelivered to Buyer a copy of approval(s) from the Virginia Cannabis Control Authority and any other applicable Governmental Entity, after Parent or Buyer has had for the opportunity to meet or speak to representatives transactions contemplated hereby and the transfer of ownership of the largest advertisers Company and in the Marijuana Permits, which approval(s) shall, as determined by Parent and/or Buyer in its reasonable discretion, be free of Seller pursuant to Section 5.2, all such advertisers will provide Buyer terms for any uncured regulatory violations (the purchase of advertising as favorable to Buyer as the terms provided to Seller.“Virginia Transaction Approval”); and (g) Buyer will shall not have entered into an agreementsent a notice of termination or otherwise terminated either the 203 Arizona Purchase Agreement or the SWC Arizona Purchase Agreement, in form and substance satisfactory to it, with one none of Cannabist or more banks and/or credit card companies, pursuant to which, from and after the Closing, said banks and/or credit card companies will process said Buyer’s credit card arrangements for the Business or a letter (in form and substance satisfactory to Buyer) from each existing bank or credit card company of Seller that Buyer may continue to process credit card arrangements pursuant to the agreements of Seller with respect thereto until such time as Buyer enters into its own agreements with such banks and/or credit card companies. (h) Parent sellers thereunder shall have received all Seller Consents (including breached any required consents of the landlords under the Office Leases), provisions thereof in form and substance reasonably satisfactory to Parent, and no such Seller Consent shall have been revokedany material respect. (i) Seller shall have delivered to Parent documents satisfactory to Parent to evidence the release of all Liens on any portion of the assets of Seller and the filing of appropriate UCC-3 Termination Statements. (j) Each of Benzaken, A▇▇▇▇▇ ▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into and delivered to Parent an employment agreement with Buyer substantially in the form attached hereto as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, respectively (collectively, the “Employment Agreements”), and the same shall be in full force and effect. (k) Each of the Members shall have entered into and delivered to Parent a restrictive covenant agreements with Buyer substantially in the form attached hereto as Exhibit D, (collectively, the “Restrictive Covenant Agreements”), and the same shall be in full force and effect. (l) None of Seller (excluding Excluded Liabilities), Skynet or Zylonet shall have any Indebtedness, other than Indebtedness of Seller to Skynet. (m) The aggregate Adjusted Tangible Assets of Seller (excluding any Excluded Assets), Skynet and Zylonet shall exceed their aggregate liabilities (but excluding any Excluded Liabilities) by at least the amount of the Minimum Required EBITDA.