Common use of Conditions to Each Party’s Obligations Clause in Contracts

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intended: (a) Each of MWKI and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party to consummate proceed with the Merger and the other transactions contemplated hereby are Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI and no investigation, inquiry, proceeding or claim shall have been initiated or received by or asserted or threatened against a Party by any private party or by any Governmental Authority that seeks to or does temporarily, preliminarily, or permanently restrain, preclude, enjoin, or otherwise prohibit the Company shall be satisfied that the issuance consummation of the shares of MWKI Series C Preferred Stock transactions contemplated by virtue this Agreement or makes any of the Merger will be exempt from registration transactions contemplated by this Agreement illegal under the Securities Act.any federal or state statute, or rules, regulations, order, or guidelines promulgated pursuant thereto; (b) No temporary restraining orderall necessary filings and notifications under the HSR Act, preliminary or permanent injunction or other order if any, shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing made and the consummation of waiting period referred to in the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed HSR Act applicable to the Merger which makes the consummation of the Merger illegal.transaction shall have expired or been terminated and any other government approvals obtained; (c) No proceeding in which any Party shall be a debtorthe closing of the transactions contemplated under that certain Membership Interests Contribution Agreement, defendant or party seeking an Order for its own relief or reorganization dated as of November 13, 2017 (the “MICA”), by and among MPLX Logistics Holdings, LLC, MPLX Holdings, Inc., the General Partner, MPLX and MPC Investment LLC shall have been brought occurred on substantially the terms set forth in the MICA in effect as of the Execution Date or be pending by or against the such Party under subsequently amended in any United States or state bankruptcy or insolvency law.manner not resulting in a Material Adverse Effect; and (d) MWKI between the Execution Date and the Closing Date, a Material Adverse Effect with respect to the General Partner or with respect to MPLX shall be prepared to file the Super 8-K within 4 business days after the Closingnot have occurred.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate the Merger and the other transactions contemplated hereby are herein is subject to the satisfaction at or prior to the Closing of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedprecedent: (a) Each of MWKI and No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any court or governmental authority that prohibits or restricts the Company shall be satisfied that the issuance consummation of the shares transactions contemplated hereby, other than suits, actions or proceedings that are unlikely to have a reasonable chance of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act.prevailing; (b) No temporary restraining There shall not be in effect any judgment, order, preliminary or permanent injunction or other order shall have been issued by decree of any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing enjoining the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.transactions contemplated hereby; (c) No There shall not be any suit, action, or other proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by any governmental authority or against administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the such Party under any United States transactions contemplated hereby other than suits, actions or state bankruptcy or insolvency law.proceedings that are unlikely to prevail; (d) MWKI Any waiting periods, including any extension thereof, applicable to the transactions contemplated by this Agreement under applicable antitrust or trade regulation laws and regulations, including, without limitation, under the HSR Act, shall have expired or been terminated and all other material governmental authorizations or approvals required in connection with the transactions contemplated by this Agreement, including but not limited to, the approvals set forth in Section 5.3(c) hereof, shall have been obtained or given; (e) Buyer shall have received the Financing under the Financing Letters, upon the terms set forth in the Financing Letters on the date hereof or under such other terms as may be reasonably satisfactory to Buyer; and (f) The transactions contemplated by each of the Ancillary Agreements relating to the transfer of the Assets by Non-U.S. Companies shall be prepared or have been consummated simultaneously with or immediately prior to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party Purchasers to consummate purchase the Merger Shares at the Closing, and the other transactions contemplated hereby obligation of Sellers to sell the Shares at the Closing, are subject to the satisfaction or mutual waiver at or prior to the Closing of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal by any governmental or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issuedbody, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced executive order have been promulgated or deemed applicable to the Merger enacted by any governmental authority which makes prevents the consummation of the Merger illegaltransactions contemplated by this Agreement. (b) No action or proceeding before any court or any governmental or regulatory authority shall have been commenced by any governmental or regulatory body and shall be pending against any of the parties hereto or any of their respective affiliates, associates, officers or directors seeking to prevent or delay the transactions contemplated by this Agreement. (c) No proceeding in which any Party shall be a debtor(i) Friedman, defendant or party seeking an Order for its own relief or reorganization Billings, R▇▇▇▇▇ & Co., Inc. shall have been brought provided a waiver of the applicable lock-up provisions under that certain letter agreement, dated March 31, 2006, to the purchase and sale of the Shares hereunder (and Purchasers shall have received a true and correct copy of such waiver) or be pending by or against (ii) the lock-up period under such Party under any United States or state bankruptcy or insolvency lawletter agreement shall have expired. (d) MWKI The representations and warranties of each of the parties hereto contained in this Agreement shall have been true and complete when made and shall be prepared true and complete at and as of the Closing Date with the same force and effect as though such representations and warranties were made at and as of the Closing Date. (e) Each of the parties hereto shall have performed and complied with all agreements, obligations and conditions required by this Agreement to file the Super 8-K within 4 business days after be performed or complied with by such party at or prior to the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of MWKI and waiting periods imposed by, any Governmental Entity the Company shall failure of which to obtain or comply with would be satisfied that reasonably likely to have a Material Adverse Effect on Kintera, Merger Sub or (including after the issuance Effective Time) Target or Target Sub or a material adverse effect on the likelihood of the shares of MWKI Series C Preferred Stock by virtue prompt consummation of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby shall have been filed, occurred and been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby or limiting or restricting Merger Sub's or Kintera's conduct or operation of the Business after the transactions contemplated hereby shall have been issuedconsummated, nor shall any proceeding have been brought by any Governmental Body, a domestic administrative agency or commission or other domestic governmental entity seeking any of the foregoing be pending; nor shall there be any action have been taken, or any statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Merger transactions contemplated hereby which makes the consummation of the Merger transactions contemplated hereby illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party hereto to consummate the Merger and the other transactions contemplated hereby are Closing is subject to the satisfaction satisfaction, at or prior to the Closing Date, of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI All filings with, notifications to and consents from Regulatory Authorities required for the Company shall be satisfied that the issuance consummation of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration Closing shall have been made or obtained, as applicable, and any applicable waiting period under the Securities Act.HSR Act relating to the transactions contemplated hereby shall have expired or been terminated; (b) No temporary restraining orderprovision of any applicable law or regulation and no judgment, preliminary injunction, order or permanent injunction or other order decree shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing prohibit the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.Closing; (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization The Certificates of Designations shall have been brought or be pending by or against filed with the such Party under any United States or state bankruptcy or insolvency law.Secretary of State of the State of Delaware in accordance with the law of the State of Delaware; (d) MWKI The Registration Rights Agreement, substantially in the form attached as Exhibit C, shall have been executed and delivered by the parties thereto; and (e) The Nasdaq Stock Market shall have been provided with a notice of issuance for shares of Common Stock initially issuable upon conversion of the Series A Preferred; and (f) No proceeding challenging the Agreements or the transactions contemplated hereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be prepared to file the Super 8-K within 4 business days after the Closingpending.

Conditions to Each Party’s Obligations. The respective obligations of each Party hereto to consummate effect the Merger and the other transactions contemplated hereby are Transactions is subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by as of the Party or Parties for whose benefit such condition is intended:Closing Date. (a) Each of MWKI and the Company No action, suit, or proceeding shall be satisfied that pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the issuance performance of this Agreement or any of the shares of MWKI Series C Preferred Stock by virtue Transactions, declare unlawful the Transactions, cause such transactions to be rescinded, or materially and adversely affect the right of the Merger will be exempt from registration under Purchasers to own, operate, or control the Securities Act.Business or the Purchased Assets, and no judgment, decree, injunction, order, or ruling shall have been entered which has or is reasonably likely to have any of the foregoing effects (each, a “Restraint”); (b) All governmental filings, authorizations, and approvals set forth in Schedule 6.7 shall have been duly made and obtained, and any notice periods required in connection therewith shall have expired, including, without limitation, any filings or approvals required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) or the Worker Adjustment and Retraining Notification Act (the “WARN Act”); (c) The Seller Stockholder Approval shall have been obtained in accordance with applicable law and the Seller Parent’s charter documents; (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No temporary restraining order, preliminary or permanent injunction or other stop order suspending the effectiveness of the Registration Statement shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (c) No proceeding SEC and remain in which any Party effect and no proceedings for such purpose shall be a debtor, defendant pending before or party seeking an Order for its own relief or reorganization shall have been brought or be pending threatened by or against the such Party under any United States or state bankruptcy or insolvency lawSEC. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of MWKI and waiting periods imposed by, any Governmental Entity the Company shall failure of which to obtain or comply with would be satisfied that reasonably likely to have a Material Adverse Effect on Kintera, Merger Sub or (including after the issuance Effective Time) Involve or a material adverse effect on the likelihood of the shares of MWKI Series C Preferred Stock by virtue prompt consummation of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby shall have been filed, occurred and been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby or limiting or restricting Merger Sub's or Kintera's conduct or operation of the Business after the transactions contemplated hereby shall have been issuedconsummated, nor shall any proceeding have been brought by any Governmental Body, a domestic administrative agency or commission or other domestic governmental entity seeking any of the foregoing be pending; nor shall there be any action have been taken, or any statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Merger transactions contemplated hereby which makes the consummation of the Merger transactions contemplated hereby illegal; provided, however, that either Party may delay the Closing for up to 30 days to eliminate any restrictions to the Closing created by this condition. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of MWKI and waiting periods imposed by, any Governmental Entity the Company shall failure of which to obtain or comply with would be satisfied that reasonably likely to have a Material Adverse Effect on Kintera, Purchaser, Seller or the issuance Assets or a material adverse effect on the likelihood of the shares of MWKI Series C Preferred Stock by virtue prompt consummation of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby shall have been filed, occurred and been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger transactions contemplated hereby or limiting or restricting Purchaser's conduct or operation of the Business after the transactions contemplated hereby shall have been issuedconsummated, nor shall any proceeding have been brought by any Governmental Body, a domestic administrative agency or commission or other domestic governmental entity seeking any of the foregoing be pending; nor shall there be any action have been taken, or any statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Merger transactions contemplated hereby which makes the consummation of the Merger transactions contemplated hereby illegal; provided, however, that either Party may delay the Closing for up to 30 days to eliminate any restrictions to the Closing created by this condition. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger purchase and sale of the other transactions contemplated hereby are Note under this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI All required filings and approvals required to be obtained prior to the Closing Date solely for this Agreement and the Company shall be satisfied that the issuance purchase and sale of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities ActNote have been obtained and not rescinded or adversely modified. (b) No temporary restraining order, preliminary Order entered or permanent injunction Law promulgated or other order shall have been issued enacted by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing Governmental Authority shall be in effect that would prevent the consummation of the Merger purchase or sale of the Note or the other transactions this Agreement contemplates and no proceeding brought by a Governmental Authority shall have been issuedcommenced and be pending that seeks to restrain, nor prevent or materially delay or restructure the transactions this Agreement contemplates or that otherwise questions the validity or legality of any such transaction; and (c) There shall any proceeding have been brought be no pending or threatened litigation initiated by any Governmental Bodya private party seeking to restrain, seeking any prevent, rescind or change the terms of this Agreement or the purchase and sale of the foregoing be pending; nor shall any action have been taken, Note or any statute, rule, regulation to obtain damages in connection with this Agreement or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against purchase and sale of the such Party under any United States or state bankruptcy or insolvency lawNote. (d) MWKI Closing under the Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 15, 2010 among WBM, MICO, Donegal Group Inc. and DGI Acquisition Corp. shall be prepared occur simultaneously with the closing of the transactions this Agreement contemplates. Capitalized terms used in this Agreement without definition shall have the respective meanings assigned to file them in the Super 8-K within 4 business days after the ClosingMerger Agreement.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are this Agreement shall be subject to the satisfaction on or prior to the Initial Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of MWKI and waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a Material Adverse Effect on Buyer or the Company shall be satisfied that or a Material Adverse Effect on the issuance consummation of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby shall have been filed, occurred or been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger transactions contemplated hereby or limiting or restricting Buyer's conduct or operation of the business of Buyer or the Company after the transactions contemplated hereby shall have been issuedconsummated, nor shall any proceeding have been brought by any Governmental Body, a domestic administrative agency or commission or other domestic governmental entity seeking any of the foregoing be pending; nor shall there be any action have been taken, or any statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Merger transactions contemplated hereby which makes the consummation of the Merger transactions contemplated hereby illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party to consummate proceed with the Merger and the other transactions contemplated hereby are Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court no Governmental Authority of competent jurisdiction shall have (i) enacted, issued or other legal promulgated any Law that is in effect and has the effect of (A) making the consummation of the transactions contemplated by this Agreement illegal or regulatory restraint (B) prohibiting or prohibition otherwise preventing the consummation of the Merger shall have been issuedtransactions contemplated by this Agreement or (ii) issued or entered any order (whether temporary, nor shall any proceeding have been brought by any Governmental Body, seeking any preliminary or permanent) that is in effect and has the effect of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes (A) making the consummation of the Merger illegal.transactions contemplated by this Agreement illegal or (B) prohibiting or otherwise preventing the consummation of the transactions contemplated by this Agreement (any of the foregoing, a “Legal Impediment”); (b) all necessary filings and notifications under the HSR Act, if any, shall have been made and the waiting period referred to in the HSR Act applicable to the transaction shall have expired or been terminated and any other government approvals obtained; (c) No proceeding in which any Party shall be a debtorbetween the Execution Date and the Closing Date, defendant or party seeking an Order for its own relief or reorganization no Material Adverse Effect shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law.occurred; and (d) MWKI all of the conditions precedent to the closing of the Dropdown Transaction contemplated by the PSA, as set forth in Article X thereto, shall have been fulfilled or validly waived prior to, or shall be fulfilled at, the closing of the Dropdown Transaction pursuant to the terms of the PSA, and the parties to the PSA are prepared to file consummate the Super 8-K within 4 business days after Dropdown Transaction contemplated by the PSA pursuant to the terms thereof simultaneously with the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger and transactions to be performed by such party at the other transactions contemplated hereby Closing are subject to the satisfaction at or prior to the Closing of the following conditions unless any such condition is waived, of which may be waived in writing, writing by each party: [***] Information has been omitted and filed separately with the Party or Parties for whose benefit such condition is intended:Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) Each No order shall have been entered, and not vacated, by a court or administrative agency of MWKI and competent jurisdiction, in any action or proceeding which enjoins, restrains or prohibits the Company shall be satisfied that the issuance sale of the shares Assigned Rights, the grant of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration rights under the Securities ActNew License Agreement or the consummation of any other transaction contemplated hereby. (b) No temporary restraining orderAll permits, preliminary or permanent injunction or other order authorizations, approvals and orders required to be obtained under all applicable statutes, codes, ordinances, rules and regulations in connection with the transactions contemplated hereby shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing obtained and shall be in full force and effect at the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegalClosing Date. (c) No proceeding There shall be no litigation pending or threatened by any regulatory body or private party in which any Party shall (i) an injunction is or may be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or sought against the transactions contemplated hereby, or (ii) relief is or may be sought against any party hereto as a result of this Agreement and in which, in the good faith judgment of the Board of Directors of either Fluidigm, Oculus or UABRF (relying on the advice of their respective legal counsel), such Party under any United States regulatory body or state bankruptcy or insolvency lawprivate party has the probability of prevailing and such relief would have a material adverse affect upon such party. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions unless conditions. A Party may waive for itself any such condition is waivedand proceed to Closing, in writing, by the Party or Parties for whose benefit such condition is intended:without waiving any of its rights hereunder. (a) Each all required filings under the HSR Act shall have been completed and all applicable time limitations under the HSR Act shall have expired without a request for further information by the FTC, the Antitrust Division or any other relevant Governmental Entity under the HSR Act, or in the event of MWKI and a request for further information, the Company expiration of all applicable time limitations under the HSR Act following the delivery of a complete response to such request shall be satisfied that have occurred without the issuance objection of the shares of MWKI Series C Preferred Stock by virtue of FTC, the Merger will be exempt from registration under Antitrust Division or other Governmental Entity having authority with respect to the Securities Act.transactions contemplated hereby; (b) No temporary restraining order, preliminary or permanent injunction or other the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger and no proceedings for that purpose shall have been issued, nor shall any proceeding have been brought initiated by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.SEC; (c) No proceeding in the Parent Common Stock which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization issued to the Company Shareholders upon the Closing shall have been brought registered under the Securities Act and authorized for listing on the New York Stock Exchange or be pending by or against the such Party under any United States or state bankruptcy or insolvency law.Nasdaq Stock Market, subject to official notice of issuance; and (d) MWKI the IPO shall be prepared to file have been consummated at the Super 8-K within 4 business days after same time as the Closingtransactions contemplated hereby are completed.

Conditions to Each Party’s Obligations. The respective obligations of each Party the Company, Holding and Acquisition Sub to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Closing of each of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each The affirmative vote of MWKI and a majority of the Company shall be satisfied that the issuance of votes represented by the shares of MWKI Series C Preferred Company Common Stock by virtue of outstanding on the Merger will be exempt from registration under record date approving the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of Agreement and the Merger shall have been issuedobtained at the Special Meeting (the “Required Company Vote”); (b) Any applicable waiting periods (including any extensions thereof) under the HSR Act shall have expired or been terminated and all consents, nor approvals and actions of, filings with, and notices to, all Governmental Entities required of Holding, Acquisition Sub, the Company or any of their respective affiliates in connection with the transactions contemplated hereby shall any proceeding have been brought by any Governmental Bodymade, seeking any obtained or effected, as the case may be, except for those, the failure of which to be made, obtained or effected would not, in the foregoing be pendingaggregate, have a Company Material Adverse Effect or an Acquiror Entity Material Adverse Effect; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.and (c) No proceeding in which judgment, injunction, order, decree, statute, law, rule or regulation shall prohibit the consummation of any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against of the such Party under any United States or state bankruptcy or insolvency lawtransactions contemplated hereby. (d) MWKI The Company, the Special Committee, Acquisition Sub and, if requested by them, the lenders providing the Bridge Financing shall be prepared have received the letter referred to file in Section 5.13 or Acquisition Sub shall have provided to the Super 8-K within 4 business days after Company, the ClosingSpecial Committee and such lenders, if requested, from another appraisal firm a comparable letter in form and substance reasonably satisfactory to the Company, the Special Committee and Acquisition Sub.

Conditions to Each Party’s Obligations. The respective obligations effectiveness of each Party to consummate this Agreement on the Merger and the other transactions contemplated hereby are Closing Date is subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI and the Company no action, suit or proceeding shall be satisfied that pending or threatened by or before any Governmental Authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of HSOA to own, operate or control any of the assets and operations of TARGET following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect; (b) the execution by HSOA and ▇▇▇▇▇▇▇ of an employment agreement upon mutually agreeable terms; (c) the Parties shall have duly executed and delivered this Agreement; and (d) TARGET shall have obtained any waiver, permit, consent, approval, or other authorization, and effected any registration, filing or notice, referred to in Section 2.6; (e) TARGET shall have performed or complied with the agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date; (f) HSOA shall have received from each SHAREHOLDER an Investor's Representation Statement in a form acceptable to HSOA, and the issuance of the shares HSOA Shares as contemplated hereby shall, in the opinion of MWKI Series C Preferred Stock by virtue of the Merger will counsel to HSOA, be exempt from the registration under requirements of the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.;

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby party under this Agreement are subject to the satisfaction at or prior to the Closing Date of each of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI No laws will have been adopted or promulgated and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act. (b) No no temporary restraining order, preliminary or permanent injunction or other order shall have been Order issued by any a court or other governmental entity of competent jurisdiction will be in effect having the effect of making the transactions contemplated hereby illegal or other legal or regulatory restraint or prohibition preventing otherwise prohibiting the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed transactions contemplated hereby. (b) Any waiting period applicable to the Merger which makes the consummation of the Merger illegaltransactions contemplated by this Agreement under the HSR Act will have expired or been terminated. (c) No proceeding in which All consents, orders or approvals of, declarations or filings with, and expirations of waiting periods imposed by, any Party shall be a debtorGovernmental Authority that are legally required for the consummation of the transactions contemplated hereby, defendant or party seeking an Order for its own relief or reorganization shall if any, will have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency lawobtained and in effect. (d) MWKI shall The Purchaser will have exercised its renewal options in (i) the Lease and (ii) the lease agreement dated as of January 31, 1997 between the Company, as tenant, and De▇▇▇▇ ▇nd Vi▇▇▇▇▇ ▇nterprises, as landlord, on December 31, 2001; it being understood that Purchaser's decision will be prepared in its sole discretion and Purchaser will not have any liability under this Agreement or otherwise as a result of the Purchaser's decision not to file the Super 8-K within 4 business days after the Closingexercise either or both of such renewal options.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of MWKI and waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a Material Adverse Effect on Buyer or the Company shall be satisfied that or a Material Adverse Effect on the issuance consummation of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby shall have been filed, occurred or been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger transactions contemplated hereby or limiting or restricting Buyer's conduct or operation of the business of Buyer or the Company after the transactions contemplated hereby shall have been issuedconsummated, nor shall any proceeding have been brought by any Governmental Body, a domestic administrative agency or commission or other domestic governmental entity seeking any of the foregoing be pending; nor shall there be any action have been taken, or any statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Merger transactions contemplated hereby which makes the consummation of the Merger transactions contemplated hereby illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby by this Agreement are subject to the satisfaction of the following conditions unless conditions. A Party may waive for itself any such condition is waivedand proceed to Closing, in writing, by the Party or Parties for whose benefit such condition is intended:without waiving any of its rights hereunder. (a) Each all required filings under the HSR Act shall have been completed and all applicable time limitations under the HSR Act shall have expired without a request for further information by the FTC, the Antitrust Division or any other relevant Governmental Entity under the HSR Act, or in the event of MWKI and a request for further information, the Company expiration of all applicable time limitations under the HSR Act following the delivery of a complete response to such request shall be satisfied that have occurred without the issuance objection of the shares of MWKI Series C Preferred Stock by virtue of FTC, the Merger will be exempt from registration under Antitrust Division or other Governmental Entity having authority with respect to the Securities Act.transactions contemplated hereby; (b) No temporary restraining order, preliminary or permanent injunction or other the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger and no proceedings for that purpose shall have been issued, nor shall any proceeding have been brought initiated by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.SEC; (c) No proceeding in which any Party the Parent Common Stock shall be a debtorauthorized for listing on the New York Stock Exchange or the Nasdaq Global Market, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law.subject to official notice of issuance; (d) MWKI the IPO shall have been completed at the same time as the transactions contemplated hereby are completed; and (e) The FS Acquisition shall have been consummated and immediately thereafter the acquisition of GTRI shall be prepared to file consummated contemporaneously with the Super 8-K within 4 business days after transactions contemplated by this Agreement (in each case, by stock purchase or merger in transactions qualifying as part of an exchange under Section 351 of the ClosingCode).

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to effect the sale contemplated by this Agreement and to consummate the Merger and the other transactions contemplated hereby are on the Closing is subject to the satisfaction or written waiver of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (ai) Each of MWKI and the Company shall be satisfied that the issuance The closing of the shares of MWKI Series C Preferred Stock by virtue Offering shall have occurred prior to or simultaneously with the closing of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby. (bii) No temporary restraining order, preliminary or permanent injunction or other order The Formation Transactions shall have been issued consummated not later than the Closing Date. (iii) All consents and approvals of Governmental Authorities or third parties, including the waiver of any applicable right of first offer or right of first refusal with respect to the Equity Interests or any Seller’s, Purchased Entity’s or Subsidiary Entity’s interest in any of the Properties and any consent or approval required by any court Existing Loan Documents (as hereinafter defined), necessary for the parties hereto to consummate the transactions contemplated hereby (except for those the absence of competent jurisdiction or other legal or regulatory restraint or prohibition preventing which would not have a material adverse effect on the consummation ability of any party hereto to consummate the Merger transactions contemplated by this Agreement) shall have been obtained or waived in writing. (iv) No Governmental Authority shall have enacted, issued, nor shall any proceeding have been brought by any Governmental Bodypromulgated, seeking any of the foregoing be pending; nor shall any action have been taken, enforced or entered any statute, rule, regulation regulation, executive order, decree, judgment, injunction or other Order enacted(whether temporary, enteredpreliminary or permanent), enforced in any case which is in effect and which prevents or deemed applicable to the Merger which makes the prohibits consummation of any of the Merger illegal. (c) No proceeding transactions contemplated in which this Agreement nor shall any Party shall be of the same brought by a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or Government Authority of competent jurisdiction be pending by or against that seeks the such Party under any United States or state bankruptcy or insolvency lawforegoing. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger and sale of the other transactions contemplated hereby are Shares shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (ai) Each of MWKI and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing The waiting period applicable to the consummation of the Merger transactions contemplated hereby under the HSR Act shall have expired or been earlier terminated, and (ii) the Governmental Consents listed in Schedule 7.01(a) hereto shall have been issuedmade or obtained as the case may be; provided, nor however, that the FCC action granting the FCC Consents shall have become a Final Order, free of any proceeding have been brought conditions materially adverse to the Company and other than conditions imposed by the FCC as a matter of course in similar orders. For purposes of this Agreement, the term “Governmental Consents” shall mean all notices, reports, and other filings required to be made prior to the Closing by Buyer, Parent or Company or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits, clearances and authorizations required to be obtained prior to the Closing by Buyer, Parent or Company or any of their respective Subsidiaries from, any Governmental Body, seeking any Entity in connection with the execution and delivery of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes this Agreement and the consummation of the Merger illegaltransactions contemplated hereby, including, without limitation, all such notices, reports, filings, consents, registrations, approvals, permits, clearances and authorizations required to be made with or obtained from the FCC under the Communications Act (the “FCC Consents”) and made with or obtained from the PUCs under the Utilities Laws (the “PUC Consents”). (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger and the other transactions contemplated hereby are shall be subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each That all conditions to the Closing contained in this Article VI shall have been satisfied in all material respects or waived in accordance with the terms of MWKI this Article VI and the Company Closing Date shall occur on or before May 31, 1998, unless extended in accordance with the terms of this Agreement; provided, however, either the Seller or Guarantee may extend the Closing Date pursuant to Section 2.2 hereof for up to two consecutive 31- day periods, provided the extending party is not in breach or default under the terms of this Agreement and the conditions to the Closing set forth in Article VI have not been satisfied; (b) That all permits, approvals and consents of any governmental body or agency (including, without limitation, the Ohio and Nebraska insurance departments) or Person which are required in connection with the transactions contemplated by this Agreement shall have been obtained, which approvals shall not contain conditions to which Guarantee reasonably objects, and such permits, approvals and consents shall be satisfied effective and shall not be suspended, revoked or stayed by action of any governmental authority or Person it being understood that in certain jurisdictions the Company may be obligated to requalify or otherwise amend its certificate of authority in connection with the change in stock ownership contemplated by this Agreements, which amendments shall not be considered conditions to the Closing; (c) That all applicable waiting periods under the HSR Act shall have expired or been terminated such that the Closing shall not violate the HSR Act; (d) That, at or prior to the Closing Date, none of the Seller, the Company or Guarantee shall be subject to any order, decree or injunction of a government regulatory agency or a court of competent jurisdiction which (i) prevents or delays any of the transactions contemplated by this Agreement or (ii) would impose any material limitation on the ability of the Company to conduct its business and operations in substantially the same form as it is presently being conducted; (e) The Seller, the Company and Guarantee shall enter into a Marketing Agreement and an Administrative Services Agreement in substantially the forms attached hereto as Exhibits A and C, respectively, the Seller and Guarantee shall have entered into the Shareholder Agreement in substantially the form of Exhibit B attached hereto, the Seller shall have executed any additional documentation reasonably required by Guarantee in connection with the issuance of the shares Guarantee Stock and all existing management contracts between the Seller and the Company (including the Management Agreement) shall be terminated on the Closing Date without any liability to the Company as a result of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Actsuch termination. (bf) No temporary restraining order, preliminary or permanent injunction or other order The Company and the Seller shall have been issued by any court of competent jurisdiction received all necessary or other legal or appropriate regulatory restraint or prohibition preventing approvals from the consummation Ohio Director to permit payment of the Merger shall have been issueddividend, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (c) No proceeding in which any Party shall be treated as an extraordinary dividend for regulatory purposes and as a debtorliquidating dividend for tax purposes, defendant by the Company at or party seeking prior to Closing as contemplated by Section 5.11 in an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency lawamount equal to $44,000,000. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party the Company and Parent to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Effective Time of each of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (ai) Each of MWKI This Agreement shall have been adopted, the Merger approved and the Company shall be satisfied that Semi Sale, if any, approved by the issuance stockholders of the shares Company, and (ii) the Share Issuance shall have been approved by the stockholders of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act.Parent, each in accordance with applicable law; (b) No temporary restraining order, preliminary or permanent injunction or other order Any applicable waiting periods under the HSR Act relating to the Merger shall have expired or been issued by terminated; (c) No provision of any court of competent jurisdiction applicable law or other legal regulation and no judgment, injunction, order or regulatory restraint or prohibition preventing decree shall prohibit the consummation of the Merger shall have been issued, nor shall any proceeding have been brought or the other transactions contemplated by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law.this Agreement; (d) MWKI The Form S-4 shall have become effective under the Securities Act and shall not be prepared the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to file the Super 8-K within 4 business days registration and qualification of the Common Stock following the Closing shall have been complied with; (e) The Parent Shares issuable in accordance with the Merger shall have been authorized for listing on the NNM, subject to official notice of issuance; (f) The Semi Disposition shall have been consummated in accordance with the terms and provisions of Section 1.5(a) of this Agreement; and (g) All disputes and disagreements arising under Section 1.5(a) of this Agreement and any arbitration of such disputes and disagreements shall have been resolved or completed except to the extent such disputes or disagreements relate to Semi Spin Taxes and are anticipated to be resolved after the ClosingMerger.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party to consummate effect the Merger and the other transactions contemplated hereby are is subject to the satisfaction at or prior to the date hereof of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI NGPMR shall have made all filings required under the HSR Act and the Company applicable waiting periods shall be satisfied have expired or been terminated without any conditions that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Actwould require or result in either NGPMR or MWE Liberty holding separate or divesting assets or operations. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been (whether temporary, preliminary or permanent) issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory restraint or prohibition preventing shall be in effect which prevents the consummation of the Merger shall have been issued, nor shall any proceeding have been brought transactions contemplated by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegalthis Agreement. (c) No legal proceeding in which any Party shall be a debtorpending that involves any challenge to or seeking damages or other relief in connection with the transactions contemplated by this Agreement or that may have the effect of preventing, defendant delaying, making illegal, imposing limitations or party seeking an Order for its own relief conditions on or reorganization shall have been brought or be pending otherwise interfering with the transactions contemplated by or against the such Party under any United States or state bankruptcy or insolvency lawthis Agreement. (d) MWKI The Credit Agreement shall be prepared amended concurrent with the Closing to file (i) exclude the Super 8-K within 4 business days after Company as a Subsidiary and as a Loan Party (as such terms are defined in the ClosingCredit Agreement), (ii) release the Assets to be contributed to the Company at Closing from any Liens (as such term is defined in the Credit Agreement) under the Credit Agreement and (iii) permit MWE Liberty’s initial contribution to, and future investments in, the Company. (e) (i) The Company shall ** (as such term is defined in the **) under the ** and (ii) MWE Liberty shall provide a certificate to NGPMR, dated as of the Closing Date, certifying that the condition specified in this Section 7.1(e) have been satisfied, together with supporting documentation that **.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger purchase and sale of the Shares and the other transactions contemplated hereby actions to be taken hereunder at the Closing are subject to the satisfaction or waiver by such party on or prior to the Closing of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration Any applicable waiting period under the Securities ActHSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (b) No temporary restraining orderOther than with respect to the HSR Act, preliminary (i) all authorizations, consents and approvals of, and filings and notifications with or permanent injunction to Insurance Departments required to be made or other order obtained prior to the Closing in connection with the execution, delivery and performance of this Agreement and the Ancillary Transaction Agreements shall have been issued by any court made or obtained, as the case may be, and (ii) other authorizations, consents and approvals of, and filings and notifications with or to, other Governmental Authorities required to be made prior to the Closing Date in connection with the execution, delivery and performance of competent jurisdiction or other legal or regulatory restraint or prohibition preventing this Agreement and the consummation Ancillary Transaction Agreements, and, in the case of both clauses (i) and (ii), as listed in Section 6.1 of the Merger Seller Disclosure Letter shall have been issuedmade or obtained, nor shall any proceeding have been brought by any Governmental Bodyexcept, seeking any in the case of the foregoing be pending; nor shall any action have been takenclause (ii), or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger extent that the failure to make or obtain such authorizations, consents, approvals, filings and notifications would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect, and, in the case of both clauses (i) and (ii), without any conditions, restrictions, undertakings or limitations which makes would, individually or in the consummation of the Merger illegalaggregate, reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party the Company, Parent, Holding Corp. and Acquisition Sub to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Closing of each of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each The affirmative vote of MWKI and (i) a majority of the Company shall be satisfied that the issuance of votes represented by the shares of MWKI Series C Preferred Company Common Stock by virtue outstanding on the record date and (ii) a majority of the Merger will be exempt from registration under votes represented by the Securities Act.shares of Company Common Stock held on the record date by the Disinterested Holders (as defined below) who appear in person or by proxy and vote on the proposal at the Special Meeting, in each case approving the Agreement and the Merger, shall have been obtained at the Special Meeting (the “Required Company Votes”); (b) No temporary restraining orderAny applicable waiting periods (including any extensions thereof) under the HSR Act shall have expired or been terminated and all consents, preliminary approvals and actions of, filings with, and notices to, all Governmental Entities required of Parent, Holding Corp., Acquisition Sub, the Company or permanent injunction or other order any of their respective affiliates in connection with the transactions contemplated hereby shall have been issued by any court made, obtained or effected, as the case may be, except for those, the failure of competent jurisdiction which to be made, obtained or other legal effected would not, in the aggregate, have a Company Material Adverse Effect or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pendingan Acquiror Entity Material Adverse Effect; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.and (c) No proceeding in which judgment, injunction, order, decree, statute, law, rule or regulation shall prohibit the consummation of any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against of the such Party under any United States or state bankruptcy or insolvency lawtransactions contemplated hereby. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated hereby are this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of MWKI and waiting periods imposed by, any Governmental Entity the Company shall failure of which to obtain or comply with would be satisfied that reasonably likely to have a Material Adverse Effect on Acquiror, Merger Sub, Predecessor or (including after the issuance Effective Time) Target or a material adverse effect on the likelihood of the shares of MWKI Series C Preferred Stock by virtue prompt consummation of the Merger will be exempt from registration under the Securities Acttransactions contemplated hereby shall have been filed, occurred and been obtained. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby or limiting or restricting Merger Sub’s or Acquiror’s conduct or operation of the Business after the transactions contemplated hereby shall have been issuedconsummated, nor shall any proceeding have been brought by any Governmental Body, a domestic administrative agency or commission or other domestic governmental entity seeking any of the foregoing be pending; nor shall there be any action have been taken, or any statute, rule, regulation or Order order enacted, entered, enforced or deemed applicable to the Merger transactions contemplated hereby which makes the consummation of the Merger transactions contemplated hereby illegal. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency law. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger and the other transactions contemplated hereby are set forth in Section 1.1 shall be subject to the satisfaction fulfillment or waiver at or prior to the Closing of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI and no Laws or Orders shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity that would prohibit or prevent the Company shall be satisfied that the issuance consummation of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act.transactions set forth in Section 1.1; (b) No temporary restraining orderall consents, preliminary authorizations, orders and approvals of (or permanent injunction filings or other order registrations with) any Governmental Entity that are (i) described on Schedule 5.1(b), or (ii) otherwise required in connection with the execution, delivery and performance of this Agreement and the Transaction Documents, shall have been issued obtained or made (as the case may be), except for (A) any documents required to be filed after the Closing or (B) in the case of clause (ii), any consent, authorization, order, approval, filing or registration the failure of which to have been obtained or made would not have a Material Adverse Effect; (c) such consents, authorizations, orders and approvals shall be subject to no conditions other than conditions that would not conflict with the provisions of Section 4.3(f)(i) and (ii); (d) there shall not be any pending action, suit, litigation, criminal prosecution or proceeding by any court of competent jurisdiction Governmental Entity (i) challenging or other legal seeking to make illegal, or regulatory restraint to delay or prohibition preventing otherwise directly or indirectly restrain or prohibit, the consummation of the Merger shall have been issuedtransactions contemplated hereby, nor shall or (ii) seeking to invalidate or render unenforceable any proceeding have been brought by any Governmental Body, seeking material provision of this Agreement or any of the foregoing be pending; nor shall other Transaction Documents; (e) any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed waiting period applicable to the Merger which makes transactions set forth in Section 1.1 under the consummation HSR Act shall have expired or been terminated, if required; and (f) CMS approval for the novation, assignment or other transfer to a Legacy United Entity, effective as of January 1, 2011, of the Merger illegal. (c) No proceeding in which any Party business operated under the Medicare Revenue Contract; provided, however, that if the Initial Termination Date has been extended to the Extended Termination Date, then this closing condition shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against the such Party under any United States or state bankruptcy or insolvency lawdeemed satisfied. (d) MWKI shall be prepared to file the Super 8-K within 4 business days after the Closing.

Conditions to Each Party’s Obligations. The respective obligations of each Party party hereto to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by on or before the Party or Parties for whose benefit such condition is intendedClosing: (a) Each of MWKI and the Company shall be satisfied that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Act. (b) No temporary restraining order, preliminary or permanent injunction injunction, or other order shall have been issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger transactions contemplated under this Agreement shall be in effect; (b) No action shall have been issued, taken nor shall any proceeding have been brought by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, or regulation or Order enacted, entered, enforced or deemed applicable to the Merger which shall have been enacted by any governmental entity that makes the consummation of the Merger transactions contemplated under this Agreement illegal.; (c) No litigation or administrative proceeding in which any Party or investigation (whether formal or informal) shall be a debtorpending or, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against to any party's knowledge, threatened which challenges the such Party under any United States or state bankruptcy or insolvency law.transactions contemplated hereby; (d) MWKI All necessary approvals by the Federal Communications Commission shall be prepared have been obtained; (e) Any applicable waiting periods under the Hart-▇▇▇▇▇ ▇▇▇, if applicable to file the Super 8-K within 4 business days after transaction contemplated by this Agreement or the ClosingRecapitalization, shall have expired or been terminated; (f) All necessary consents and waivers from the lenders under the Amended and Restated Credit Agreement dated July 2, 1998, as amended from time to time, by and among the Company, STC Broadcasting, Inc., and the lenders party thereto shall have been received; (g) All necessary consents or waivers under each network affiliate agreement to which the Company or any of its subsidiaries is a party shall have been received without any adverse conditions or requirements being imposed on the Company or any of its subsidiaries as a condition to any network affiliate's consent or waiver and to which the Company or any of its subsidiaries does not agree.

Conditions to Each Party’s Obligations. The respective obligations of each Party party hereto to consummate effect the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing of the following conditions unless any such condition is waived, conditions: 7.1.1 This Agreement and the transactions contemplated hereby (including the amendment to the Company's Certificate of Incorporation contemplated in writing, Section 4.23) shall have been approved by the Party or Parties for whose benefit such condition is intended: (a) Each affirmative vote of MWKI and the holders of Common Stock of the Company by the requisite vote in accordance with Delaware Law. 7.1.2 There shall not be satisfied that in effect any order, decree or ruling or other action restraining, enjoining or otherwise prohibiting the issuance Merger or any of the shares of MWKI Series C Preferred Stock other transactions contemplated by virtue of the Merger will be exempt from registration under the Securities Act. (b) No temporary restraining this Agreement which order, preliminary decree, ruling or permanent injunction or other order action shall have been issued or taken by any court of competent jurisdiction or other legal governmental body located or having jurisdiction within the United States or any country or economic region in which the Company or Parent or any of their respective affiliates, directly or indirectly, has material assets or operations. 7.1.3 All regulatory restraint or prohibition preventing the consummation of the Merger approvals set forth in Schedules 4.4.2 and 5.4.2 shall have been issued, nor obtained and there shall any proceeding have been brought by any Governmental Body, seeking any no material modification to the terms of the foregoing be pending; nor shall any action have been taken, transactions contemplated by this Agreement or any statute, rule, regulation or Order enacted, entered, enforced or deemed the other Transaction Documents except as reasonably agreed by the parties. 7.1.4 Any waiting period applicable to the Merger which makes under the consummation of the Merger illegalHSR Act shall have terminated or expired. (c) No proceeding in which any Party shall be a debtor, defendant or party seeking an Order 7.1.5 The NYSE listing application for its own relief or reorganization Newco shall have been brought approved, subject to official notice of issuance. 7.1.6 Each party shall have received the opinion of its respective counsel as to the tax-free treatment of the exchange of securities and the transactions contemplated under this Agreement in substantially the forms attached hereto as Annexes G and H. In addition, each party shall have received a representation of the Major Stockholder to the effect that such person has not entered into nor will it enter into any binding commitment to sell or transfer (and such person is not nor will it be pending by or against the such Party under any United States economic compulsion to sell or state bankruptcy or insolvency lawtransfer) any shares of New Common received in the Merger. (d) MWKI 7.1.7 Executed copies of the Transaction Documents shall be prepared have been delivered to file both parties, in substantially the Super 8-K within 4 business days after forms set forth in the Closingschedules hereto.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party to consummate effect the Merger and the other transactions contemplated hereby are is subject to the satisfaction at or prior to the date hereof of the following conditions unless any such condition is waived, in writing, by the Party or Parties for whose benefit such condition is intendedconditions: (a) Each of MWKI NGPMR shall have made all filings required under the HSR Act and the Company applicable waiting periods shall be satisfied have expired or been terminated without any conditions that the issuance of the shares of MWKI Series C Preferred Stock by virtue of the Merger will be exempt from registration under the Securities Actwould require or result in either NGPMR or MWE Liberty holding separate or divesting assets or operations. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been (whether temporary, preliminary or permanent) issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory restraint or prohibition preventing shall be in effect which prevents the consummation of the Merger shall have been issued, nor shall any proceeding have been brought transactions contemplated by any Governmental Body, seeking any of the foregoing be pending; nor shall any action have been taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegalthis Agreement. (c) No legal proceeding in which any Party shall be a debtorpending that involves any challenge to or seeking damages or other relief in connection with the transactions contemplated by this Agreement or that may have the effect of preventing, defendant delaying, making illegal, imposing limitations or party seeking an Order for its own relief conditions on or reorganization shall have been brought or be pending otherwise interfering with the transactions contemplated by or against the such Party under any United States or state bankruptcy or insolvency lawthis Agreement. (d) MWKI The Credit Agreement shall be prepared amended concurrent with the Closing to file (i) exclude the Super 8-K within 4 business days after Company as a Subsidiary and as a Loan Party (as such terms are defined in the ClosingCredit Agreement), (ii) release the Assets to be contributed to the Company at Closing from any Liens (as such term is defined in the Credit Agreement) under the Credit Agreement and (iii) permit MWE Liberty's initial contribution to, and future investments in, the Company. (e) (i) The Company shall ** (as such term is defined in the **) under the ** and (ii) MWE Liberty shall provide a certificate to NGPMR, dated as of the Closing Date, certifying that the condition specified in this Section 7.1(e) have been satisfied, together with supporting documentation that **.