Absence of Certain Litigation Uses in Accuracy of Representations and Performance of Seller Clause

Accuracy of Representations and Performance of Seller from Purchase and Sale Agreement

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 10th day of February, 2011 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware ("Buyer"), on the one hand and ERF Wireless, Inc., a corporation formed and existing under the laws of the State of Nevada ("Seller"), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the "Parties" and individually as a "Party."

Accuracy of Representations and Performance of Seller. The representations andwarranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of such date (provided that representations and warranties which are confined to a specified date shall speak only as of such date), and each and all of the conditions and covenants to be performed or satisfied by Seller hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects.

Accuracy of Representations and Performance of Seller from Purchase and Sale Agreement

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 23 day of October, 2010 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof ("Buyer"), on the one hand and On a Wave Wireless, Inc. a corporation formed and existing under the laws of the State of Iowa ("Seller" or "OWW"), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the "Parties" and individually as a "Party."

Accuracy of Representations and Performance of Seller. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of such date (provided that representations and warranties which are confined to a specified date shall speak only as of such date), and each and all of the conditions and covenants to be performed or satisfied by Seller hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects.

Accuracy of Representations and Performance of Seller from Purchase and Sale Agreement

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the ____ day of July, 2010 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof ("Buyer"), on the one hand and Southwest Wireless Net, Inc. a corporation formed and existing under the laws of the State of Minnesota ("Seller"), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the "Parties" and individually as a "Party."

Accuracy of Representations and Performance of Seller. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of such date (provided that representations and warranties which are confined to a specified date shall speak only as of such date), and each and all of the conditions and covenants to be performed or satisfied by Seller hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects.

Accuracy of Representations and Performance of Seller from Purchase and Sale Agreement

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the ____ day of July, 2010 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof ("Buyer"), on the one hand and Technology Specialists Group, Inc. a corporation formed and existing under the laws of the State of Illinois ("Seller" or "TSG"), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the "Parties" and individually as a "Party."

Accuracy of Representations and Performance of Seller. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of such date (provided that representations and warranties which are confined to a specified date shall speak only as of such date), and each and all of the conditions and covenants to be performed or satisfied by Seller hereunder at or prior to the Closing Date shall have been duly performed or satisfied in all material respects.