Common use of Conditions to the Obligation of the Purchaser Clause in Contracts

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”). (b) The Competition Act Clearance shall have been obtained. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser Parent and the Purchaser to proceed with consummate the Closing contemplated hereby is shall be subject to the satisfaction fulfillment, on or prior to before the Closing Date of all Date, of the following additional conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true Parent and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have duly performed or and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or and complied with by it under this Agreement on or before the Closing Date, other than the obligations and agreements required to be performed and complied with pursuant to Section 5.10, which shall have been performed and complied with in all respects; (b) the representations and warranties of the Seller by Parent and the time Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing. The Closing Date as if made at and as of such date, except that any representations and warranties that are qualified by standards of materiality shall be true and correct in all respects on and as of the Closing Date as if made at and as of such date; (c) the Purchaser shall have received a certificate signed by an officer of the Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.01(b), Section 7.03(a) and Section 7.03(b) have been satisfied; (d) all third party consents, waivers and approvals, if any, disclosed on SCHEDULE 7.03(D) shall have been received; (e) the Seller shall have delivered to the Parent (a) copies of the Company's Certificate of Incorporation and the Certificate of Incorporation or Certificate of Formation, as applicable, of each Subsidiary as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that the Company and each of the Subsidiaries is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company and such Subsidiaries on file, (c) a certificate from the Secretary of State or other appropriate official in each State in which the Company or any Subsidiary is qualified to do business to the effect that the Company or such Subsidiary is in good standing in such State, (d) a certificate as to the tax status of the Company and each Subsidiary from the appropriate official in its jurisdiction of incorporation and each State in which the Company or such Subsidiary is qualified to do business and (e) a copy of the By-Laws of the Company and each Subsidiary, certified by the Secretary of the Company and each Subsidiary as being true and correct and in effect on the Closing Date; (f) each of the individuals set forth on SCHEDULE 7.03(F) shall have executed employment agreements with the Company in form and substance reasonably acceptable to the Purchaser; (g) the Purchaser shall have received all of the proceeds of the financings described in the commitment letter referred to in Section 4.05; (h) the Purchaser shall have received a certificatenon-foreign person affidavit from the Seller dated the Closing Date as required by Section 1445 of the Code; (i) the Purchaser shall have received true and complete copies from the Seller Parent of audited consolidated financial statements of the Company and the Subsidiaries for the twelve-month period ending June 30, 2003, the twelve-month period ending June 30, 2004 and the twelve-month period ending June 30, 2005, in form and substance reasonably satisfactory to the Purchaser, audited by a nationally recognized independent accounting firm (at the sole expense of the Seller), without any "going concern" or similar qualification and compliant with Regulation S-X promulgated under the Securities Act, and there shall have been no material change in the consolidated financial position of the Company and the Subsidiaries as of their respective date, the consolidated results of operations of the Company and the Subsidiaries for the periods covered thereby or the changes in their financial position for their respective periods reflected in such audited financial statements from the consolidated financial position of the Company and the Subsidiaries as of such dates, the consolidated results of operations of the Company and the Subsidiaries for such periods or the changes in their financial position for such periods reflected in the Financial Statements; and (j) the Purchaser shall have received evidence reasonably satisfactory to it that any guarantees provided by BISYS Information Solutions L.P. and BISYS Document Solutions LLC pursuant to that certain Credit Agreement, dated as of March 31, 2004, among the Closing Date Seller Parent, the lenders party thereto, Fleet National Bank, JPMorgan Chase Bank, Suntrust Bank and signed by an authorized officer Wachovia Bank, National Association and The Bank of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”). (b) The Competition Act Clearance shall New York have been obtainedterminated. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser Parent and the Purchaser to proceed with consummate the Closing contemplated hereby is shall be subject to the satisfaction fulfillment, on or prior to before the Closing Date of all Date, of the following additional conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true Parent and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have duly performed or and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or and complied with by it under this Agreement on or before the Closing Date, other than the obligations and agreements required to be performed and complied with pursuant to Section 5.10, which shall have been performed and complied with in all respects; (b) the representations and warranties of the Seller by Parent and the time Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing. The Closing Date as if made at and as of such date, except that any representations and warranties that are qualified by standards of materiality shall be true and correct in all respects on and as of the Closing Date as if made at and as of such date; (c) the Purchaser shall have received a certificate signed by an officer of the Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.01(b), Section 7.03(a) and Section 7.03(b) have been satisfied; (d) all third party consents, waivers and approvals, if any, disclosed on Schedule 7.03(d) shall have been received; (e) the Seller shall have delivered to the Parent (a) copies of the Company’s Certificate of Incorporation and the Certificate of Incorporation or Certificate of Formation, as applicable, of each Subsidiary as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that the Company and each of the Subsidiaries is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company and such Subsidiaries on file, (c) a certificate from the Secretary of State or other appropriate official in each State in which the Company or any Subsidiary is qualified to do business to the effect that the Company or such Subsidiary is in good standing in such State, (d) a certificate as to the tax status of the Company and each Subsidiary from the appropriate official in its jurisdiction of incorporation and each State in which the Company or such Subsidiary is qualified to do business and (e) a copy of the By-Laws of the Company and each Subsidiary, certified by the Secretary of the Company and each Subsidiary as being true and correct and in effect on the Closing Date; (f) each of the individuals set forth on Schedule 7.03(f) shall have executed employment agreements with the Company in form and substance reasonably acceptable to the Purchaser; (g) the Purchaser shall have received all of the proceeds of the financings described in the commitment letter referred to in Section 4.05; (h) the Purchaser shall have received a certificatenon-foreign person affidavit from the Seller dated the Closing Date as required by Section 1445 of the Code; (i) the Purchaser shall have received true and complete copies from the Seller Parent of audited consolidated financial statements of the Company and the Subsidiaries for the twelve-month period ending June 30, 2003, the twelve-month period ending June 30, 2004 and the twelve-month period ending June 30, 2005, in form and substance reasonably satisfactory to the Purchaser, audited by a nationally recognized independent accounting firm (at the sole expense of the Seller), without any “going concern” or similar qualification and compliant with Regulation S-X promulgated under the Securities Act, and there shall have been no material change in the consolidated financial position of the Company and the Subsidiaries as of their respective date, the consolidated results of operations of the Company and the Subsidiaries for the periods covered thereby or the changes in their financial position for their respective periods reflected in such audited financial statements from the consolidated financial position of the Company and the Subsidiaries as of such dates, the consolidated results of operations of the Company and the Subsidiaries for such periods or the changes in their financial position for such periods reflected in the Financial Statements; and (j) the Purchaser shall have received evidence reasonably satisfactory to it that any guarantees provided by BISYS Information Solutions L.P. and BISYS Document Solutions LLC pursuant to that certain Credit Agreement, dated as of March 31, 2004, among the Closing Date Seller Parent, the lenders party thereto, Fleet National Bank, JPMorgan Chase Bank, Suntrust Bank and signed by an authorized officer Wachovia Bank, National Association and The Bank of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”). (b) The Competition Act Clearance shall New York have been obtainedterminated. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with consummate the Closing transactions contemplated hereby is by this Agreement shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of all each of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true Articles II and correct when made and III which are qualified by materiality or Material Adverse Effect shall be true and correct and the other representations and warranties in Articles II and III shall be true and correct in all material respects, in each case at and as of the Closing Date with the same effect as if though made on such date (other than at and as of the Closing, except that those representations and warranties that are made as of a specified date, which specific date shall be true and correct to the extent required by this Section 6.2(a) only as of such specified date), except, in each case, ; provided that this Section 6.2(a) shall be deemed to have been satisfied so long as the extent that failure of all such representations and warranties to be so true and correct would notcorrect, individually or in the aggregate, result in has not had or would not reasonably be expected to have a Material Adverse Effect; provided that for . Each of the purposes of determining whether any such representation or warranty is true Seller and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller the Company shall have duly performed or and complied in all material respects with all obligations and covenants agreements contained herein required by this Agreement to be performed or complied with by it at or before the Closing. (b) The Seller by shall have delivered to the time Purchaser an original certificate or certificates representing all of the issued and outstanding Contributed Stock and the Purchased Stock, duly endorsed and in proper form for transfer. (c) The Seller shall have delivered to the Purchaser a letter from General Electric Capital Corporation, in its capacity as agent under the Credit Agreement, stating that no amounts are outstanding under the Credit Agreement as of the Closing Date. (d) The Seller shall have delivered to the Purchaser the consents and approvals set forth on Schedule 6.2(d) of the Disclosure Letter (the “Required Consents”). (e) The Purchaser shall have received the resignations, effective as of the Closing. , of each director of the Company. (f) The Seller shall have delivered to the Purchaser an executed certification of non-foreign status (in the form and manner set forth in Code Section 1445 and the Treasury Regulations promulgated thereunder) of the Seller to the effect that the Seller is not a “foreign person” (within the meaning of Treasury Regulation Section 1.1445-2) and is not a “disregarded entity” (within the meaning of Treasury Regulation Section 301.7701-3). (g) The Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the SellerCompany’s Chief Executive Officer or Chief Financial Officer, confirming to the foregoing matters effect that the conditions set forth in this Section 7.1(a) (the “Seller Closing Certificate”)6.2 have been fulfilled. (bh) The Competition Act Clearance Company shall have been obtained. delivered to the Purchaser a certificate, dated the Closing Date and signed by the Company’s Chief Executive Officer or Chief Financial Officer, stating that the Company has terminated, without the accrual or payment of any fees, all agreements between the Company and its Subsidiaries on the one hand and the Seller and its Affiliates (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation other than Subsidiaries of the transactions contemplated hereby shall be Company and, solely with respect to the agreements set forth in effect. (dSchedule 2.9(e) Since of the date Disclosure Letter, members of the management of the Company) on the other, with the exception of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed consummate the transactions contemplated by this Agreement in connection with the Closing contemplated hereby is shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of all each of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth Company contained in ARTICLE 3 shall have been true and correct when made and Article II (i) that are Fundamental Representations shall be true correct in all respects, as if made at and correct as of the Closing Date as if made on such date (other than except that those representations and warranties that are made as of a specified date, which specific date shall be true and correct only as of such specified date), except, ) and (ii) that are other than Fundamental Representations shall be correct in each case, to all respects (disregarding qualifications of materiality or Material Adverse Effect) as if made at and as of the extent Closing (except that failure of such those representations and warranties that are made as of a specific date shall be correct only as of such date) except where the failure to be true and correct would not, individually or in the aggregate, result has not resulted in a Material Adverse Effect; provided . (b) The representations and warranties of each Seller contained in Article III (i) that for are Fundamental Representations shall be correct in all respects, as if made at and as of the purposes Closing (except that those representations and warranties that are made as of determining whether any a specific date shall be correct only as of such representation or warranty is true date) and correct, (ii) that are other than Fundamental Representations shall be correct in all respects (disregarding qualifications as to of materiality or Material Adverse Effect Effect) as if made at and as of the Closing (except that those representations and warranties that are made as of a specific date shall be disregarded. correct only as of such date) except where the failure to be correct has not resulted in a material adverse effect on the applicable Seller. (c) The Seller Sellers shall have duly performed or and complied in all material respects with all obligations covenants and covenants agreements contained herein required by this Agreement to be performed or complied with by the Seller by the time of Sellers at or prior to the Closing. . (d) The Seller Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed executed by an a duly authorized officer representative of the SellerCompany, confirming as to the foregoing matters fulfillment of the conditions set forth in this Section 7.1(aSections 6.1(a) - (the “Seller Closing Certificate”c). (be) The Competition waiting period applicable to the consummation of the Share Purchase under the HSR Act Clearance and under any similar applicable foreign antitrust or competition Laws shall have expired or been terminated, and each of the Seller Required Consents set forth on Annex A hereto shall have been obtainedreceived or, with respect to any Seller Required Consent from a Governmental Authority, reasonably satisfactory written or oral notification shall have been received from the applicable Governmental Authority that its consent to the Closing is not required. (cf) No order, There shall not be in effect any injunction or decree, issued by a court of competent jurisdiction preventing other Order restraining or prohibiting the consummation of the transactions contemplated hereby shall be in effectby this Agreement. (dg) Since The Company shall have delivered to the date Purchaser the Payoff Letters prior to Closing, including evidence reasonably satisfactory to the Purchaser of this Agreement, there the release of any Liens associated with the Funded Debt of any Target Company and their respective assets. (h) There shall not have occurred since December 31, 2015 a Material Adverse Effect. (ei) The Seller Company shall have delivered, or caused to be delivered, delivered to the Purchaser all evidence reasonably satisfactory to the Purchaser of the documents, certificates and other instruments required to be delivered under Section 8.2(atermination of the related party agreements set forth on Schedule 6.1(i). (fj) The Seller Company shall have delivered, or cause to be delivered, delivered to the Purchaser evidence reasonable satisfactory to the guarantee from the Guarantor for the benefit Purchaser of the Purchaser as required pursuant to Section 6.10(b), duly executed by termination of the GuarantorExpress Note. (gk) Closing The Company shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the transactions contemplated in the Other SPA shall have occurred termination or shall be occurring concurrently with Closing amendment of the transactions contemplated hereinCVC Contract.

Conditions to the Obligation of the Purchaser. The obligation obligations of the Purchaser to proceed with consummate the transactions to be consummated at the Closing, and to purchase and pay for the Securities at the Closing contemplated hereby is pursuant to this Agreement, are subject to the satisfaction on or prior to the Closing Date of all waiver of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaserconditions precedent: (a) The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true and correct when made and Company contained herein shall be true and correct on and as of the Closing Date with the same force and effect as if though made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”). (b) The Competition Act Clearance shall have been obtained. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall except as would not reasonably be in effect. (d) Since the date of this Agreement, there shall not have occurred expected to constitute a Material Adverse Effect. (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (c) The Purchaser shall have received a certificate, dated the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying on behalf of the Company that the conditions specified in the foregoing Sections 6.1(a) and (b) have been fulfilled. (d) The purchase of and payment for the Securities by the Purchaser shall not be prohibited or enjoined by any law or governmental or court order or regulation. (e) The Seller Company shall have delivered, or caused to be delivered, executed and delivered the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a)Purchaser. (f) The Seller Purchaser shall have delivered, or cause to be delivered, received from counsel to the Purchaser Company, an opinion substantially in the guarantee from the Guarantor for the benefit of the Purchaser form attached as required pursuant to Section 6.10(b), duly executed by the GuarantorExhibit B hereto. (g) Closing The Company shall have executed and delivered the amendment to the Rights Plan, in the form attached hereto as Exhibit C (the “Rights Plan Amendment”), to the Purchaser. (h) The Company shall have executed and delivered the Disclosure Letter in the form attached hereto as Exhibit D (the “Disclosure Letter”). (i) The Board of Directors shall have adopted a resolution for purposes of Section 203 of the transactions contemplated General Corporation Law of the State of Delaware that expressly approves (i) the purchase of the Securities pursuant to this Agreement and (ii) increases in the Other SPA Purchaser’s Beneficial Ownership to include additional shares of Common Stock so long as the Purchaser does not Beneficially Own more than 5% of the Company’s then outstanding Common Stock (excluding the Securities). (j) The Company shall have occurred or shall be occurring concurrently filed an additional share application with Closing The NASDAQ Stock Market and received preliminary approval, subject only to review by The NASDAQ Stock Market of the transactions contemplated herein.final Transaction Agreements. Table of Contents

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waivedwaived in writing, in whole or in part, by the Purchaser: (a) The representations and warranties Each of the Seller set forth in ARTICLE 3 Selling Stockholders shall have been true and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations each of its covenants and covenants required by agreements contained herein and each of its representations and warranties contained in this Agreement shall be deemed to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated been made again at and as of the Closing Date and shall then be true and correct in all material respects and the Purchaser shall have received a certificate dated the Closing Date, signed by an authorized officer of the Seller, confirming Selling Stockholders or the foregoing Representative certifying as to the matters set forth specified in this Section 7.1(a) (the “Seller Closing Certificate”). (b) The Competition Act Clearance Purchaser shall have received from Boyer, Ewing & Harris, counsel to the Selling Stockholders, the Company ▇▇▇ ▇▇▇ ▇▇▇sid▇▇▇▇▇▇, an opinion dated the Closing Date, with such qualifications as are reasonably acceptable to the Purchaser and which may be relied on by the senior lender of Purchaser providing secured financing to Purchaser in connection with the transactions contemplated by this Agreement, to the effect that: (i) the Company and the Subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of the state of their respective jurisdictions of incorporation with the corporate power and authority to own their respective assets and to transact their respective businesses as now being conducted; and the Company and the Subsidiaries are duly licensed or qualified to do business as foreign corporations and are in good standing in all jurisdictions in which the character of the properties and assets now owned or held by them or the nature of business now conducted by them requires them to be so licensed or qualified where the failure so to qualify would affect materially and adversely the business, financial condition or results of operations of the Company and the Subsidiaries taken as a whole; (ii) the authorized capital stock of the Company consists of 225,000,000 shares of common stock, $.01 par value per share, of which 12,957,223 shares are validly issued and outstanding, fully paid and nonassessable (based upon full tender and conversion of 1,926,423 shares of Common Stock, $.01 par value, of Catalyst Valve Services, Inc. shares pursuant to the 1994 reverse stock split, which shares have not as of the date hereof been tendered by certain stockholders of Starstream Communications Group, Inc., none of whom are among the Selling Stockholders) and there are 5,000,000 authorized shares of Preferred Stock of the Company of which 319,174 shares are issued and outstanding; (iii) the authorized capital stock of each of the Subsidiaries consists of the shares of common stock identified in connection with each of the Subsidiaries in Schedule 4.2; all of such shares are issued and outstanding and are fully paid and nonassessable; (iv) the Company is the record and, to such counsel's knowledge, the beneficial owner of all of the issued and outstanding shares of capital stock of each of the Subsidiaries; (v) the Selling Stockholders are the record and, to such counsel's knowledge, the beneficial owners of the Shares indicated for each of the respective Selling Stockholders as shown on the signature pages hereto; (vi) except for such as have been obtained, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body is necessary or required of the Selling Stockholders, the Company or the Subsidiaries in connection with the execution and delivery of this Agreement or the performance by the Selling Stockholders of their obligations hereunder; (vii) the execution and delivery of the Agreement by the Selling Stockholders and the performance by the Selling Stockholders of their obligations thereunder will not violate any provision of any existing law or regulation applicable to the Selling Stockholders, the Company or any of the Subsidiaries, or of any order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority applicable to the Selling Stockholders, the Company or any of the Subsidiaries, the charter or bylaws of, or any securities issued by, the Company or any of the Subsidiaries or any mortgage, indenture, lease, contract or other agreement, instrument or undertaking, known to such counsel after due inquiry, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their assets is bound, and will not result in, or require, the creation or imposition of any lien on any of the Company's or the Subsidiaries' properties, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking; (viii) neither the Company nor any of the Subsidiaries is in default under any material order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority binding upon or affecting any of them or by which any of their assets may be bound or affected, and no such order, judgment, award or decree materially adversely affects the ability of the Company or any of the Subsidiaries to carry on their businesses as now conducted or the ability of the Company to perform its obligations under the Agreement; and (ix) no litigation, investigation or administrative proceeding, known to such counsel after due inquiry, of or before any court, arbitrator or governmental authority is pending or threatened against the Company or any of the Subsidiaries (a) with respect to the Agreement or the transactions contemplated thereby or (b) that, if adversely determined, would have a material adverse effect on the business or financial condition of the Company or any of the Subsidiaries. (c) No order, injunction All necessary filings with and consents of any governmental authority or decree, issued by a court of competent jurisdiction preventing agency required for the consummation of the transactions contemplated hereby in this Agreement shall be have been made and obtained, all waiting periods with respect to filings made with governmental authorities in effectcontemplation of the consummation of the transactions described herein shall have expired or been terminated, and no action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the Purchaser's acquisition of the Shares and no governmental agency or body shall have taken any other action as a result of which the management of the Purchaser reasonably deems it inadvisable to proceed with the transactions hereunder. (d) Since The Selling Stockholders shall have delivered such resignations effective as of the date Closing Date of this Agreement, there shall not have occurred a Material Adverse Effectany officer or director of the Company or the Subsidiaries as may be requested by the Purchaser. (e) The Seller Selling Stockholders shall have deliveredhave, as of the Closing Date, caused the Company and the Subsidiaries to cancel the authority of each person who is listed in Schedule 4.21 hereto to draw checks on or caused withdraw funds from any of the bank accounts maintained by the Company and any of the Subsidiaries, except for any person designated by the Purchaser in writing prior to be deliveredthe Closing, and shall provide to the Purchaser all evidence of the documents, certificates and other instruments required to be delivered under Section 8.2(a)said cancellation. (f) The Seller Noncompetition agreements shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly been executed by each of Andrew Cormier, Mike Richards, Gary Farr, the GuarantorCatalyst Capital Partners ▇, ▇▇▇., ▇▇▇ th▇ ▇▇▇▇▇▇▇▇ ▇▇ou▇, ▇▇▇. ▇n substantially the forms attached hereto as Exhibits B1-B5, respectively; (g) Closing No material adverse change in the results of operations, financial condition or business of the transactions contemplated in Company or the Other SPA Subsidiaries shall have occurred occurred, and neither the Company nor any of the Subsidiaries shall have suffered any material loss of or damage to any of their properties or assets, whether or not covered by insurance, since the Balance Sheet Date, which change, loss or damage materially and adversely affects the business or financial condition of the Company and the Subsidiaries, taken as a whole, which for purposes of this paragraph (g) shall be occurring concurrently deemed to occur if such change, loss or damage has a financial impact on the Company or either of the Subsidiaries in an amount greater than $150,000. (h) All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been reasonably approved by counsel to the Purchaser and such counsel shall have been furnished with Closing of all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated herein. (i) No suit, action or other proceeding shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions in connection herewith. (j) The Purchaser shall have determined, based on its reasonable judgment, that there are no aspects of the Company's or its Subsidiaries' compliance with Environmental Laws or circumstances that reasonably may result in an Environmental Claim which reasonably may be expected to result in an adverse financial effect on the Company or the Subsidiaries greater than $150,000. (k) The Purchaser and the Selling Stockholders shall have entered into the Escrow Agreement with such changes as are mutually satisfactory.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with consummate the Closing purchase of the Shares and the other transactions contemplated hereby by this Agreement is subject to the satisfaction satisfaction, on or prior to before the Closing Date Date, of all each of the following conditions, conditions (any one or more of which may be waivedwaived by the Purchaser, in whole or in part, by the Purchaser:): (a) The representations any governmental or regulatory requirements (including competition law filings and warranties the expiration of the Seller set forth in ARTICLE 3 shall related waiting periods and obtaining of approvals) have been true and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified datefully satisfied, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation divestiture obligations or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants other conditions required by competition or other similar governmental authorities shall not release Purchaser from its obligation to consummate the transaction as contemplated by this Agreement to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”).Agreement; (b) The Competition Act Clearance shall have been obtained.the Sellers-IV having delivered the Estimated Closing Balance Sheet to Purchaser, estimated as precisely as possible and in good faith by the Sellers; (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect.full compliance *****; (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.full compliance *****; (e) The Seller shall have delivereddelivery at Closing of title of all Shares, or caused to be deliveredfree and clear of any and all liens, to the Purchaser all of the documents, certificates Encumbrances and other instruments required to be delivered under third party rights and of all other closing deliveries as per Section 8.2(a2.6(a).; and (f) The Seller the ***** being true and accurate in all respects as per the Closing Date. Purchaser acknowledges and agrees that the transaction contemplated by this Agreement might trigger certain Change of Control Events and that such Change of Control Events triggered or any direct or indirect financial or other consequence resulting thereof shall have deliverednot release Purchaser from its obligation to consummate the transaction as contemplated by this Agreement, nor shall Sellers or cause to the Acquired Companies assume any responsibility or be deliveredliable vis-à-vis the Purchaser for any Change of Control Events triggered or any direct or indirect financial or other consequence resulting thereof, provided always, such limitation only applies if and to the Purchaser the guarantee from the Guarantor for the benefit extent a Change of the Purchaser as required pursuant Control Events has been Fairly Disclosed to Section 6.10(b), duly executed by the GuarantorPurchaser. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with consummate the Closing contemplated hereby is subject to the satisfaction on or prior to the before Closing Date of all of the following further conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The the Sellers shall have performed all of their obligations under this Agreement and any Ancillary Agreement to which they are a party required to be performed on or prior to the Closing Date; (b) the representations and warranties of the Seller set forth Company and the Sellers contained in ARTICLE 3 shall have been true this Agreement and correct when made and each Ancillary Agreement to which they are a party shall be true and correct in all respects at and as of the Closing Date as if made on such date Date; (other than representations and warranties that are made as of a specified date, which c) the Purchaser shall be true furnished with such certificates, affidavits or statutory declarations of the Sellers as the Purchaser may reasonably think necessary in order to establish that the terms, covenants and correct as of such specified date), except, conditions contained in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be have been performed or complied with by the Seller by Sellers in all respects at or prior to the time Closing and that the representations and warranties of the Closing. The Seller Sellers herein given are true and correct in all respects at the Closing Date; (d) the Purchaser shall have delivered received a certificate of the Chief Financial Officer of the Company (the “Closing Indebtedness Certificate”), certifying: (i) as to the total amount of the Closing Indebtedness; (ii) that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein; and (iii) as to each lender to whom Closing Indebtedness is owed at the Closing and the amount thereof, along with wire transfer or other instructions for payment of the Closing Indebtedness; (e) the Purchaser shall have received a certificatecertificate of the Chief Financial Officer of the Company (the “Expenses Certificate”), certifying: (i) as to the total amount of the Company Expenses; (ii) that there are no additional Company Expenses other than the Company Expenses reflected therein; and (iii) as to each Person to whom Company Expenses are owed at the Closing and the amount thereof, along with wire transfer or other instructions for payment of the Company Expenses; (f) the Purchaser shall have received payout letters from each lender with respect to all Closing Indebtedness, which payout letters provide for the full and final release of any and all Liens relating to such Closing Indebtedness following receipt of the amount set forth in such payoff letters; (g) the Purchaser shall have received evidence reasonably satisfactory to it that all Related Party Debt has been repaid, forgiven or otherwise extinguished including, without limitation, the release of any Liens; (h) the Purchaser shall have received an opinion of Sellers’ Counsel, dated the Closing Date, substantially in the form attached hereto as Exhibit B (including any officer, board or shareholder consents, resolutions or certificates required); (i) the Purchaser shall have received copies of the certificate of status and the officer’s certificate of the Company with respect to the matters set forth on Exhibit C in a form acceptable to the Purchaser; (j) each of the Preferred Share Holders other than G▇▇▇ ▇▇▇▇▇, Carya C▇▇▇▇▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇ shall have entered into a Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit D; (k) the Purchaser shall have received evidence to its satisfaction that the Existing Shareholders’ Agreement has been terminated and is of no further force or effect; (l) the Purchaser shall have received evidence to its satisfaction that all stock options of the Company outstanding immediately prior to the Closing have been cancelled without payment of any consideration; (m) the Company shall have received all consents, waivers, authorizations or approvals from the Persons referred to in Sections 3.5 and 3.6, in each case in form and substance satisfactory to the Purchaser, and no such consent, authorization or approval shall have been revoked; (n) the Purchaser shall have received resignations from each of the directors and officers of the Company effective as of the Closing Date (other than from B▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and signed by an authorized M▇▇▇▇▇ ▇▇▇▇▇▇ who shall remain as directors and officers of the Company following the Closing); (o) the Purchaser shall have received resolutions of the Company amending the banking signing authority and banking signature cards of the Company in a form acceptable to the Purchaser; (p) the Purchaser shall have received the originals of all of the share certificates representing the Purchased Shares, together with duly executed instruments of transfer, for transfer to the Purchaser; (q) each of the Sellers and each director and officer of the SellerCompany shall have executed a release (which shall include any rights the Sellers may have against the Company in respect of prior financings, confirming investments or other transactions and employee, officer and director related matters) in the foregoing matters form attached hereto as Exhibit E; (r) the Purchaser shall have received (such delivery to be tendered at the place requested by the Purchaser, including but not limited to the Company’s premises): (i) one copy of the Company’s Software and Technology including the Core Technology (in source code format where appropriate) and all backup copies previously held by the Company on media acceptable to the Purchaser; (ii) true and complete copies of all data, records, manuals, electronic files, notes, notebooks, writings, e-mails, media, documents, agreements, correspondence, applications, registrations or other materials relating to the Company IP and Company’s Technology and Software (including, without limitation, all registrations, all materials provided for in the definition of the Core Technology, all materials relating directly or indirectly to any patent applications and all employment or consulting agreements); (iii) true and complete copies of all data, Records, documents, correspondence, minute books or other materials relating to the MediaMiser Business; and (iv) one CD-ROM copy of all of the material set forth in this Section 7.1(a) (on the “Seller Closing Certificate”). (b) The Competition Act Clearance shall have been obtained. (c) No order, injunction or decree, issued by a court Company’s virtual data room as of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation obligations of the Purchaser to proceed with consummate the transactions to be consummated at the Closing, and to purchase and pay for the Notes being purchased by it at the Closing contemplated hereby is pursuant to this Agreement, are subject to the satisfaction on or prior to the Closing Date of all waiver of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaserconditions precedent: (a) The representations and warranties of the Seller set forth Company contained in ARTICLE 3 shall have been true Section 3.1, Section 3.4, Section 3.5, Section 3.6(i), Section 3.12 and correct when made and Section 3.13 herein shall be true and correct on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (it being understood and agreed by the Purchaser that for purposes of this Section 6.1(a), in the case of any representation and warranty of the Company contained herein (i) which is not hereinabove qualified by application thereto of a materiality standard, such date representation and warranty need be true and correct only in all material respects or (other than representations and warranties that are ii) which is made as of a specified specific date, which shall such representation and warranty need be true and correct only as of such specified specific date). (b) The purchase of and payment for the Notes by the Purchaser shall not be prohibited or enjoined by any law or governmental or court order or regulation. (c) The Company and the Trustee shall have executed and delivered the Indenture to the Purchaser and the Company shall have executed and delivered the Notes to the Purchaser. (d) The Company shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”) to the Purchaser. (e) The Purchaser shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, exceptUnited States counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchaser concerning the matters set forth on Exhibit C-1. (f) The Purchaser shall have received from WongPartnership LLP, Singapore special counsel to the Company, an opinion in form and substance reasonably satisfactory to the Purchaser concerning the matters set forth on Exhibit C-2. (g) The Merger shall have been consummated or shall be consummated substantially simultaneously with the Closing, in each caseall material respects in accordance with the Merger Agreement without any amendment, to the extent that failure of such representations and warranties to be true and correct would notsupplement, waiver or other modification that, individually or in the aggregate, result are not materially adverse to the Purchaser in a its capacity as such (it being understood that any modification, amendment, consent or waiver to the definition of “Company Material Adverse Effect; provided that for ” (as defined in the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect Merger Agreement) shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement deemed to be performed materially adverse to the interests of the Purchaser) unless such amendment, supplement, waiver or complied with other modification is consented to in writing by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate(such consent not be unreasonably withheld, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”delayed or conditioned). (bh) The Competition Act Clearance Company shall have been obtained. (c) No orderreceived, injunction or decreesubstantially simultaneously with the Closing shall receive, issued by a court of competent jurisdiction preventing the consummation proceeds of the transactions contemplated hereby shall be in effect. Debt Financing (dor any replacement debt financing permissible pursuant to the terms of the Merger Agreement) Since (other than the date proceeds of this Agreement, there shall not have occurred a Material Adverse Effect. ) in an amount sufficient (etogether with the proceeds from the Closing) The Seller shall have delivered, or caused to be delivered, to consummate the Purchaser all of Merger and the documents, certificates and other instruments required to be delivered under Section 8.2(aRefinancing (as defined in the Debt Commitment Letters). (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Effective Date of all of the following conditions, any one or more of which may be waivedwaived in writing, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth in ARTICLE 3 Sellers shall have been true and correct when made and shall be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations each of their covenants and covenants required by agreements contained herein and each of their representations and warranties contained in this Agreement shall be deemed to be performed or complied with by the Seller by the time have been made again at and as of the Closing. Effective Date and shall then be true and correct in all material respects. (b) The Seller Purchaser shall have delivered to the Purchaser received a certificate, dated as of the Closing Date and signed by Effective Date, of an authorized executive officer of each Seller certifying as to (i) the Sellermatters specified in Section 6.1(a) hereof and (ii) the accuracy and completeness of the list attached thereto, confirming which shall be reasonably acceptable to the foregoing matters set Purchaser, setting forth -28- all outstanding liabilities of each Company as of the Effective Date that are not reflected in this Section 7.1(a) the Audited Statements (the “Seller Closing Certificate”as defined below). (b) The Competition Act Clearance shall have been obtained. (c) No The Purchaser shall have received from ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., Associate General Counsel of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to the Sellers, an opinion dated the Effective Date, with such qualifications (including reliance upon the opinions of other counsel) as are reasonably acceptable to the Purchaser, to the effect that: (i) each Seller and each Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the corporate power and authority to own its respective assets and to transact its respective businesses as now being conducted; and each Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the character of the properties and assets now owned or held by it or the nature of business now conducted by it requires it to be so licensed or qualified where the failure so to qualify would affect materially and adversely the business, financial condition or results of operations of such Company; (ii) each Seller has the corporate power to execute and deliver this Agreement and the Seller Related Documents and to consummate the transactions contemplated hereby and thereby; all corporate acts and other proceedings required to be taken by or on the part of each Seller to execute and deliver this Agreement and the Seller Related Documents and to consummate the transactions contemplated hereby and thereby have been taken; and each of this Agreement and the Seller Related Documents has been duly executed and delivered by each Seller, and constitutes the valid and binding obligation of each Seller enforceable in accordance with its terms (except as otherwise limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally, and except that such counsel need not express an opinion as to whether any covenant contained in this Agreement or any Seller Related Document is specifically enforceable); (iii) the authorized capital stock of each Company consists of the class or classes of capital stock listed in Schedule 3.2, and the shares of each class so indicated in Schedule 3.2 as being issued and outstanding are issued and outstanding, fully paid and nonassessable; (iv) each Company is the record and, to such counsel's knowledge, the beneficial owner of all of the issued and outstanding shares of capital stock of each other Company so identified on Schedule 3.2 as being owned by it, free and clear of all Stock Encumbrances, and such shares constitute all the issued and outstanding capital stock of each Company; (v) except for such as have been obtained or made as the case may be, no authorization, approval or consent of or declaration or filing with any governmental authority or regulatory body is necessary or required of either Seller or any Company in connection with the execution and delivery of this Agreement and the Seller Related Documents or the performance by each Seller of its obligations hereunder and thereunder; (vi) the execution and delivery of this Agreement and the Seller Related Documents by each Seller and the performance by each Seller of its obligations hereunder and thereunder will not violate any provision of any existing law or regulation applicable to either Seller or any Company, or of any order, injunction judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority applicable to either Seller or any Company, the charter or bylaws of, or any securities issued by, either Seller or any Company, or any mortgage, indenture, lease, contract or other agreement, instrument or undertaking, known to such counsel after due inquiry, to which each Seller or any Company is a party or by which either Seller or any Company or any of its assets is bound, and will not result in, or require, the creation or imposition of any Encumbrances on any of the Companies' properties, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking; (vii) none of the Companies is in default under any material order, judgment, award or decree, known to such counsel after due inquiry, of any court, arbitrator or governmental authority binding upon or affecting any of them or by which any of their assets may be bound or affected, and no such order, judgment, award or decree materially adversely affects the ability of any Company to carry on its businesses as now conducted or the ability of the Sellers to perform their obligations under this Agreement and the Seller Related Documents; and (viii) to the best knowledge of such counsel, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or threatened against either Seller or any Company (x) with respect to this Agreement or the Seller Related Documents or the transactions contemplated hereby and thereby or (y) that, if adversely determined, would have a court material adverse effect on the business or financial condition of competent jurisdiction preventing either Seller or any Company. (d) All filings with and consents of any governmental authority or agency required for the consummation of the transactions contemplated hereby in this Agreement shall be have been made and obtained, all waiting periods with respect to filings made with governmental authorities in effect. (d) Since contemplation of the date consummation of this Agreement, there the transactions described herein shall not have occurred a Material Adverse Effectexpired or been terminated. (e) The Seller Sellers shall have delivereddelivered resignations, or caused to be delivered, to the Purchaser all effective as of the documentsEffective Date, certificates of all officers or directors of each of the Designated Companies, ▇▇▇▇▇▇ and other instruments required to be delivered under Section 8.2(a)Black Construction. (f) The Seller Sellers shall have deliveredhave, as of the Effective Date, caused each Company to cancel the authority of each person who is listed in Schedule 3.21 hereto to draw checks on or cause withdraw funds from any of the bank accounts maintained by any Company, except for any person designated by the Purchaser in writing prior to be deliveredthe Closing, and shall provide to the Purchaser the guarantee from the Guarantor for the benefit evidence of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantorsaid cancellation. (g) Closing of the transactions contemplated No material adverse change in the Other SPA business, operations, affairs, properties, assets or condition (financial or otherwise) of any Company shall have occurred occurred, and no Company shall have suffered any material loss of or damage to any of its properties or assets, whether or not covered by insurance, since the Balance Sheet Date, which change, loss or damage materially and adversely affects the business or financial condition of such Company, and the Purchaser shall be occurring concurrently have received a certificate signed by the Sellers dated the Effective Date to such effect. (h) All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall have been approved by counsel to the Purchaser and such counsel shall have been furnished with Closing of all such documents and instruments as it shall have reasonably requested in connection with the transactions contemplated herein. (i) No suit, action or other proceeding brought by any third party shall be pending in which there is sought any remedy to restrain, enjoin or otherwise prevent the consummation of this Agreement or the transactions in connection herewith. (j) The Sellers shall have secured, from their workmen's compensation, general liability and casualty insurance carriers that have issued insurance contracts containing endorsements that require any of the insured Companies to reimburse the carriers for losses paid within a deductible level in excess of $10,000 ("Loss Deductibles"), agreements to eliminate the necessity for the Purchaser or any Company to reimburse such carriers for Loss Deductibles related to events arising on or before the Effective Date. (k) The Purchaser shall have received from the Sellers the release from F&D contemplated by subsection (b) of Section 1.3 hereof, in form and substance reasonably acceptable to the Purchaser. (l) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Purchaser shall have entered into a mutually satisfactory agreement pursuant to which (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall release and agree to indemnify and hold harmless each Company from any obligation to make payments in respect of any retroactive adjustment provision of any insurance policy that relates to events occurring on or before the Effective Date and (ii) each Company (x) shall waive any right to receive reimbursement in respect of any retroactive adjustment provision of any insurance policy that relates to events occurring on or before the Effective Date and (y) shall authorize ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to retain all such reimbursement amounts to which such Company would otherwise be entitled for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ own account. (m) The Purchaser shall have received an audited consolidated statement of certain net assets to be sold and supplemental consolidating information of the Companies as at April 30, 1995, that fairly present the consolidated and consolidating financial position of the Companies on a basis of accounting mutually agreeable to the Purchaser and the Sellers and that are accompanied by the report of Deloitte & Touche LLP, independent auditors for the Sellers ("Audited Statements"). The Audited Statements shall reflect no adverse change in the financial condition of the Companies from that reflected in the Balance Sheet, except as disclosed in Schedule 3.8. (n) The Sellers shall have provided the Purchaser with a FIRPTA certificate certifying that neither Seller is a "foreign person" within the meaning of Treasury Regulation 1.1445-2(b). (o) The Sellers and the Purchaser shall have entered into a mutually satisfactory non-competition agreement pursuant to which the Sellers and their affiliates shall agree for a period of three years after the Effective Date not to engage in any aspect of the residential, commercial or heavy construction business in the State of Hawaii (other than pursuant to (i) the construction contracts that represent Retained Assets and (ii) construction contracts in the mechanical and environmental markets) and in Guam, Palau, Yap, Saipan, Pohnei, Kosrae, Chuuk and the other islands that comprise the Northern Mariana Islands, the Federated States of Micronesia or Palau. (p) ▇▇▇▇▇▇ shall have purchased annuities for each of the vested participants in the ▇.▇. ▇▇▇▇▇▇ Construction Co., Inc. Pension Plan in a manner that will permit the termination of such plan in due course without the incurrence of any additional liability by ▇▇▇▇▇▇, any other Company or the Purchaser with respect to the vested participants in such plan. (q) The Purchaser shall have given its written acknowledgement that the schedules listed in Schedule 6.1(q) to be delivered by the Sellers to the Purchaser after the execution of this Agreement and prior to the Effective Date (i) have been received by the Purchaser and (ii) are in form and substance acceptable to the Purchaser in its sole discretion. (r) The Purchaser shall have received from Sellers an Environmental Remediation and Indemnification Agreement in the form of Schedule 6.1(r). (s) The Purchaser and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into a mutually satisfactory agreement pursuant to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, on behalf of itself and its affiliates, assigns to the Purchaser all its rights under the Agreement to Vary Shareholders' Agreement and Plan of Restructuring and for the Sale and Purchase of Shares in ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investments Inc. dated 29 April 1992 between ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings PTY Limited and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation Limited to seek reimbursement or indemnification for any Damages suffered or incurred by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its successors as a result of any breach of any warranty, covenant or undertaking by any other party to such agreement, except to the extent such rights extend to the Designated Companies and relate to Retained Assets or Retained Liabilities.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with consummate the Closing purchase of the Shares and to consummate the other transactions contemplated hereby by this Agreement is subject to the satisfaction satisfaction, on or prior to before the Closing Date Date, of all each of the following conditions, conditions (any one or more of which may be waivedwaived by the Purchaser, in whole or in part, by the Purchaser:): (a) The each of the Seller's representations and warranties of the Seller set forth in ARTICLE 3 shall this Agreement must have been true and correct when made in all material respects as of the date of this Agreement and must be true and correct in all material respects (except for (x) representations and warranties that contain qualifications as to materiality and (y) SECTION 3.3 (Capitalization and Ownership),which shall be true and correct in all respects) as of the Closing Date as if though made on the Closing Date (except to the extent that any such date (other than representations or warranties speak as of another date, in which case such representations and warranties that are made as of a specified date, which shall be true and correct as of such specified date), except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; provided that for the purposes of determining whether any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects at and as of the date specified therein); (b) all of the covenants and obligations that the Seller is required to perform or comply with under this Agreement or any other Transaction Document on or before the Closing Date must have been duly performed and complied with in all obligations material respects; (c) Purchaser shall have received a certificate from Seller to the effect set forth in SECTIONS 6.1(A) and covenants required (B); (d) all Consents or approvals set forth in SCHEDULE 6.1(D) must have been obtained and must be in full force and effect; (e) there must not be in effect any law, or court, arbitration or regulatory order or judgment, and there must not have been commenced or threatened by any Governmental Entity any proceeding, that in any case would (i) prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents, or (ii) cause any of the transactions contemplated by this Agreement to be performed or complied with rescinded following their consummation; (f) the Seller shall deliver to Purchaser certificates of the Company and the Seller, each dated the Closing Date, signed by the Seller secretary or any assistant secretary of the Company and the secretary or any assistant secretary of the Seller, respectively, each attesting to the completion of all necessary corporate action by the time Company and Seller respectively, to execute and deliver this Agreement and the Transaction Documents to which each are a party and to perform their respective obligations hereunder and thereunder, including copies of the Closing. The organizational documents of the Company and the Seller and all corporate resolutions or other actions, required in connection with this Agreement or any other Transaction Document and attesting to the incumbency of the officers of the Company and Seller, respectively, signing the Transaction Documents to which each of the Company and Seller is a party, respectively; (g) the Seller must deliver each document that SECTION 2.3(A) requires it to deliver; (h) the NICO Reinsurance Agreement in the form attached as EXHIBIT A hereto shall have been executed and delivered by Seller and the Company, and shall be in full force and effect; (i) each of the Company's Licenses listed on SCHEDULE 6.1(I) shall be in full force and effect as of the Closing Date; (j) Purchaser shall have received from internal counsel to the Purchaser a certificateSeller, an opinion dated as of the Closing Date and signed by an authorized officer of covering the Seller, confirming matters described in EXHIBIT C hereto substantially the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”).form attached hereto as EXHIBIT C; (bk) The Competition Act Clearance all Intercompany Agreements (other than the NICO Reinsurance Agreement and the Columbia Reinsurance Agreement) shall have been obtained.terminated with no further liability to the Company; and (cl) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (dagreements set forth on SCHEDULE 6.1(L) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (e) The Seller shall have delivered, or caused to be delivered, been terminated with no further liability to the Purchaser all of the documents, certificates and other instruments required to be delivered under Section 8.2(a)Company. (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The Notwithstanding any notice of the intent of the Purchaser to exercise the Option, the obligation of the Purchaser to proceed with consummate the Closing transactions contemplated hereby by this Agreement is subject to the satisfaction satisfaction, on or prior to before the Option Closing Date Date, of all each of the following conditions, conditions (any one or more of which may be waivedwaived by the Purchaser, in whole or in part, by the Purchaser:): (a) The all of the Option Seller’s representations and warranties of the Seller set forth in ARTICLE 3 shall or incorporated into this Agreement must have been true and correct when in all material respects as of the date of this Agreement and must be true and correct in all material respects as of the Option Closing as though made on the Option Closing Date, except for the representations and shall warranties set forth in Section 3.2 (Authority and Enforceability), Section 3.4 (Capitalization and Ownership) and Section 3.5 (Financial Statements) of the Purchase Agreement, and each of the Option Seller’s representations and warranties that is qualified as to materiality or contains terms such as “Material Adverse Effect”, each of which must have been true and correct in all respects (i.e. without duplication as to materiality) as of the date of this Agreement and must be true and correct in all respects as of the Option Closing as though made on the Option Closing Date, and except to the extent representations and warranties are specifically made as of a particular date, in which case those representations and warranties must be true and correct as of the specified date; (b) all of the covenants and obligations that the Option Seller is required to have performed or complied with under this Agreement on or before the Option Closing Date as shall have been duly performed and complied with in all material respects; (c) each of the Governmental Authorizations and consents, if any, identified in Schedule 7.1(c) hereto shall have been obtained and must be in full force and effect; (d) the applicable parties shall have made on such date (other than representations all required filings with CoFeCo and warranties that are made as of a specified datethe applicable parties shall have received consent to the Contemplated Transactions from, which or the Purchaser shall be true satisfied that there are no objections to the Contemplated Transactions by, CoFeCo; (e) since the date of this Agreement, there must not have been commenced and correct as undismissed, or threatened and not withdrawn, against the Purchaser, or against any Affiliate of such specified datethe Purchaser or any Acquired Company, any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions or (ii) that is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Contemplated Transactions; (f) neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice, lapse of time or both), exceptcontravene, conflict with, result in each casea material violation of, or cause the Purchaser or any Affiliate of the Purchaser or any Acquired Company to the extent that failure suffer any Losses in excess of such representations and warranties to be true and correct would not$750,000, individually or in the aggregate, result in a Material Adverse Effect; provided under (i) any applicable Law, Judgment or Governmental Authorization, or (ii) any Law or Judgment that for the purposes of determining whether has been published, introduced or otherwise formally proposed by or before any such representation or warranty is true and correct, all qualifications as to materiality or Material Adverse Effect shall be disregarded. The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”).Governmental Authority; (bg) The Competition Act Clearance shall have been obtained. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since since the date of this Agreement, there shall must not have occurred been any change or event that has had or would reasonably be expected to have a Material Adverse Effect.; (eh) The the Option Seller shall must have delivered, delivered or caused to be delivereddelivered (i) each document that Section 3.3(a) requires it to deliver, (ii) an opinion of Mexican and/or New York counsel to the Seller Parties and the Acquired Companies, addressed to the Purchaser all of (and its assignees, if applicable) and dated the documentsOption Closing Date, certificates opining as to customary matters, in form and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, substance reasonably satisfactory to the Purchaser and its counsel and (iii) and such other documents, instruments and certificates as the guarantee from the Guarantor Purchaser may reasonably request for the benefit purpose of consummating the Contemplated Transactions; (i) at least 85% of the Purchaser Persons working for the Labor Company as required pursuant to Section 6.10(b), duly executed of the date of this Agreement shall remain employed by the Guarantor.Labor Company as of the Option Closing; (gj) Closing the Company having a minimum verifiable pawn loan balance of Mx$250,000,000 (the “Loan Balance Threshold”) as of the transactions contemplated in last day of the Other SPA full calendar month immediately preceding the Option Closing Date and TTM EBITDA of at least Mx$140,000,000 as of the last day of the full calendar month immediately preceding the Option Closing Date; (k) the receipt by the Purchaser of any financing to be used to consummate the Contemplated Transactions; (l) the Purchaser’s board of directors shall have occurred or approved the Contemplated Transactions; (m) the Purchaser shall be occurring concurrently satisfied with Closing the results of its due diligence investigation of the transactions contemplated hereinSeller Parties and the Acquired Companies; and (n) the Purchaser shall have exercised the Option.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with consummate the Closing transactions contemplated hereby by this Agreement is subject to the satisfaction of or compliance with, on or prior to before the Closing Date Effective Time, of all each of the following conditions, conditions (any one or more of which may be waivedwaived by the Purchaser, in whole or in part, by the Purchaser:): 57 (a) The all of the Company's representations and warranties of the Seller set forth in ARTICLE 3 shall this Agreement must have been true and correct when in all material respects as of the date of this Agreement and must be true and correct in all respects as of the Closing as though made on the Closing, except (i) to the extent representations and shall warranties are specifically made as of a particular date, in which case those representations and warranties must be true and correct as of the Closing Date as if made on such date (other than representations and warranties that are made as of a specified date, which shall be true and correct (ii) as of such specified date), except, in each case, to the extent that failure of such representations and warranties may be affected by the taking of any action required by this Agreement, and (iii) for inaccuracies in such representations or warranties the circumstances giving rise to be true and correct would notwhich, individually or in the aggregate, result in do not constitute and could not reasonably be expected to have a Company Material Adverse Effect; provided that for the purposes of determining whether Effect (disregarding any materiality or Company Material Adverse Effect qualification contained in any such representation or warranty is warranty), and except for the representations and warranties set forth in Sections 3.2, 3.4 and 3.5, each of which must have been true and correct, correct in all qualifications respects as of the date of this Agreement and must be true and correct in all respects as of the Closing as though made on the Closing; (b) all of the covenants and obligations that the Acquired Companies are required to materiality perform or Material Adverse Effect shall be disregarded. The Seller shall comply with under this Agreement on or before the Closing Date must have been duly performed or and complied with in all material respects (with materiality being measured individually and on an aggregate basis with respect to all obligations breaches of covenants and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”obligations). (b) The Competition Act Clearance shall have been obtained.; (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation each of the transactions contemplated hereby shall Governmental Authorizations and consents identified in Section 3.3 of the Company Disclosure Schedule as a Governmental Authorization or consent must have been obtained and must be in full force and effect. (d) Since there must not be in effect, published, introduced or otherwise formally proposed any Law or Judgment, and there must not be pending or have been commenced or threatened any Proceeding, that in any case could: (i) challenge or seek to prohibit, prevent, make illegal, delay or otherwise interfere with the actions, steps or proceedings in or the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements; (ii) cause any of the transactions contemplated by this Agreement or any of the Ancillary Agreements to be rescinded following consummation; or (iii) affect adversely the right of the Purchaser to own the Shares or to control the Company and its Subsidiaries; (e) since the date of this Agreement, there shall must not have occurred been any change, occurrence or event that has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (ef) The Seller shall the Company must have delivered, delivered or caused to be delivered: (i) each document that Section 2.7(a) requires it to deliver; (ii) an opinion of Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated the Closing Date in a form satisfactory to the Purchaser all of the acting reasonably; and (iii) such other documents, instruments and certificates and other instruments required to be delivered under Section 8.2(a). (f) The Seller shall have delivered, or cause to be delivered, to as the Purchaser the guarantee from the Guarantor may reasonably request for the benefit purpose of consummating the Purchaser as required pursuant to Section 6.10(b), duly executed transactions contemplated by the Guarantor.this Agreement; (g) Closing the Arrangement shall have been approved at the Company Meeting by not less than the Required Vote; (h) the Company shall have: (i) repaid all amounts outstanding, together with any accrued and unpaid interest, under the Loan Agreement between the Company and Comerica Bank dated May 12, 2005; and (ii) delivered evidence reasonably satisfactory to the Purchaser that the general security interest granted to Comerica Bank under the General Security Agreement between the Company and Comerica Bank dated May 12, 2005 has been or will be discharged; (i) each of individuals set forth on Schedule B attached hereto shall have entered into a Key Employee Agreement with the Company; and (j) the Interim Order and the Final Order shall each have been obtained in form and on terms reasonably satisfactory to the Purchaser, and shall not have been set aside or modified in a manner unacceptable to the Purchaser except as permitted under Section 5.12 of this Agreement or Article 6 of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing Plan of the transactions contemplated hereinArrangement.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed consummate the transactions contemplated by this Agreement in connection with the Closing contemplated hereby is shall be subject to the satisfaction or waiver by the Purchaser on or prior to the Closing Date of all each of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) The representations and warranties of the Seller set forth Sellers contained in ARTICLE 3 Article II shall have been be true and correct when made in all respects (if qualified by materiality or Material Adverse Effect) and shall be true and correct in all material respects (if not qualified by materiality or Material Adverse Effect), on the date made and as if made at and as of the Closing Date as if made on such date (other than except with respect to those representations and warranties that are made as of a specified specific date, which shall be true and correct only as of such specified date), except, in each case, to the extent that failure of with only such representations and warranties to be true and correct exceptions as would not, individually or in the aggregate, result in be reasonably expected to have a Material Adverse Effect; provided that for . (b) No disclosure made by the purposes Sellers pursuant to Section 5.7 with respect to changes, developments, conditions, events or circumstances occurring after the date of determining whether any this Agreement shall have caused the representations and warranties of the Sellers set forth in Article II to which such representation or warranty is disclosure pertains to not be true and correct, correct in all qualifications as to respects (if qualified by materiality or Material Adverse Effect Effect) or true and correct in all material respects (if not qualified by materiality or Material Adverse Effect) as if made at and as of the Closing (except with respect to those representations and warranties that are made as of a specific date, only as of such date). (c) The representations and warranties of each Seller contained in Article III shall be disregarded. true and correct in all respects (if qualified by materiality or Material Adverse Effect) and shall be true and correct in all material respects (if not qualified by materiality or Material Adverse Effect), as if made at and as of the Closing (except with respect to those representations and warranties that are made as of a specific date, only as of such date). (d) The Seller Sellers shall have each duly performed or and complied in all material respects with all obligations covenants and covenants agreements contained herein required by this Agreement to be performed or complied with by such Seller at or before the Seller by Closing. (e) The Stockholder Representative shall have delivered to the time Purchaser a certificate, dated as of the Closing. The Closing Date and executed by a duly authorized representative of the Stockholder Representative, as to the fulfillment of the conditions set forth in Section 6.1(a) and (b). (f) Each Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed executed by an a duly authorized officer representative of such Seller, as to the fulfillment of the Seller, confirming the foregoing matters conditions set forth in this Section 7.1(aSections 6.1(c) and (the “Seller Closing Certificate”d), with respect to such Seller. (bg) The Competition waiting period applicable to the consummation of the Stock Purchase under the HSR Act Clearance and under any similar applicable foreign antitrust or competition Laws shall have expired or been terminated and each of the Required Consents set forth on Schedule B hereto shall have been obtainedreceived or, with respect to any such Required Consent from a Governmental Authority, reasonably satisfactory written or oral notification shall have been received from the applicable Governmental Authority that its approval of, consent to or authorization of the Closing is not required. (ch) No orderThere shall not be in effect any litigation by or among the Sellers, whether pending or threatened in writing, that seeks to enjoin, delay, restrain, prohibit or impair the consummation of the transactions contemplated by this Agreement, or any injunction or decree, other Order issued by a court of competent jurisdiction preventing restraining or prohibiting the consummation of the transactions contemplated hereby by this Agreement, and there shall be no litigation pending in effectwhich any Governmental Entity is seeking to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement or impose any penalty which would have a Purchaser Material Adverse Effect. (di) Since The Company shall have delivered to the Purchaser a certification (in such form as may be reasonably requested by counsel to the Purchaser) conforming to the requirements of Treasury Regulations §1.1445-2(c)(3) and §1.897-2(h) and certifying that stock in the Company does not constitute a U.S. real property interest within the meaning of Code Section 897(c). (j) The Sellers shall have delivered to the Purchaser, with respect to each Leased Real Property and Owned Real Property located in New Jersey, one of the ISRA non-applicability determination, letter, approval or exception contemplated by clauses (i) through (v) of Section 5.13. (k) The Sellers shall have delivered to Purchaser an opinion, dated the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP substantially in the form of Exhibit C hereto. (l) The Sellers shall have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the release of any Liens on the assets and properties of the Company and the Company Subsidiaries, other than Permitted Liens, of the release of any Liens securing the Funded Debt and of the release of any Liens on the Shares. (m) There shall not have occurred since December 31, 2005, any change, development, condition, event or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; provided, however, that for purposes of this Section 6.1(m), no matter disclosed on the Seller Disclosure Schedule shall be deemed to have had, or reasonably be expected to have, a Material Adverse Effect except to the extent that any change, development, condition, event or circumstance occurring or arising after the date of this Agreement, there shall not have occurred with respect to such matter, considered separately from the facts or circumstances existing on the date hereof, has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (en) The Seller All obligations of the Company and the Company Subsidiaries to pay any consideration, reimbursement or fee to the Sellers, the general partners of the respective Sellers or the Affiliates of the Tailwind Stockholders (other than the Company and the Company Subsidiaries) shall have deliveredbeen terminated, or caused to be deliveredand any and all such consideration, reimbursements and fees to the Purchaser all Sellers, the general partners of the documents, certificates respective Sellers or the Affiliates of the Tailwind Stockholders (other than the Company and other instruments required to be delivered under Section 8.2(a). (fthe Company Subsidiaries) The Seller from the Company and the Company Subsidiaries which are due and payable or accrued through the Closing shall have deliveredbeen paid, except for obligations to pay consideration, reimbursement or cause to be deliveredfees expressly provided in this Agreement, to the Purchaser Indemnity and Earnout Escrow Agreement, the guarantee from Retention Program Escrow Agreement or any other document entered into by the Guarantor for Sellers, on the benefit one hand, and the Purchaser, the Company or any of the Purchaser as required pursuant to Section 6.10(b)Company Subsidiaries, duly executed by on the Guarantorother hand, after the execution and delivery of this Agreement. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to proceed with consummate the Closing transactions contemplated hereby is by this Agreement are subject to the satisfaction on or prior to or, if permitted by applicable Law, waiver by the Closing Date of all Purchaser of the following further conditions, any one or more of which may be waived, in whole or in part, by the Purchaser: (a) 9.2.1 The representations and warranties of the Seller set forth in ARTICLE 3 shall have been true and correct when made and SPAC Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing Date as if made on (except to the extent that any such date (other than representations representation and warranties that are warranty is made as of a specified an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such specified earlier date)) and the representations and warranties of set forth in Section 4 (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, except, in each case, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct would notcorrect, individually or in the aggregatetaken as a whole, result in does not cause a Material Adverse Effect; provided ; 9.2.2 The Sponsor Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that for the purposes of determining whether any such representation or and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) and the representations and warranties of set forth in Section 5 (other than the Sponsor Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, all qualifications taken as to materiality or a whole, does not cause a Material Adverse Effect shall be disregarded. The Seller Effect; 9.2.3 the SPAC and the Sponsor shall have performed or and complied in all material respects with all obligations the covenants and covenants agreements required by this Agreement to be performed or complied with by the Seller by SPAC and the time of Sponsor under this Agreement at or prior to the Closing. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an authorized officer of the Seller, confirming the foregoing matters set forth in this Section 7.1(a) (the “Seller Closing Certificate”).applicable; (b) The Competition Act Clearance shall have been obtained. (c) No order, injunction or decree, issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect. (d) Since 9.2.4 since the date of this Agreement, there shall not have occurred a no Material Adverse Effect.Effect has occurred; (e) The Seller 9.2.5 the SPAC shall continue to be listed on Nasdaq through the Closing; 9.2.6 the SPAC shall hold $875,000 or greater in cash or cash equivalents, exclusive of the Trust Account, after payment of all outstanding liabilities of the SPAC as of the date of the Closing, including all liabilities to the Sponsor and the NMSI, through the Closing; 9.2.7 the SPAC and the Sponsor shall have delivered, or caused to be delivered, to delivered the Purchaser all of the documents, certificates and other instruments deliverables required to be delivered under Section 8.2(a)2.3. (f) The Seller shall have delivered, or cause to be delivered, to the Purchaser the guarantee from the Guarantor for the benefit of the Purchaser as required pursuant to Section 6.10(b), duly executed by the Guarantor. (g) Closing of the transactions contemplated in the Other SPA shall have occurred or shall be occurring concurrently with Closing of the transactions contemplated herein.