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required to be issued herein, upon delivery to PURCHASER of the proceeds of the COLONIAL shares issued to Janas (at $12.25 per share), deliver to COLONIAL one (1) share of its stock for each two (2) shares of COLONIAL issued pursuant to the said option subject to appropriate adjustment in the event PURCHASER retires as part of its Capital stock, prior to the exercise of said option.

4. In the event that COLONIAL establish an employee stock option plan, as provided in Article FOURTEENTH above, PURCHASER will deliver to COLONIAL one (1) share of its stock for each two (2) shares of COLONIAL stock validly issued pursuant to such plan.

THIRTY-FIRST. COLONIAL and PURCHASER agree that, between the date of this Agreement and the Closing Date as hereinafter determined,

1. Each party shall make its book and records available to the Accountants of the other and will cooperate in order to enable such Accountants to discharge effectively and the responsibilities imposed upon hereunder;

2. Each party will make available to the other such pertinent facts and information, and will consult with each other, to the end of avoiding so far as practicable expenditures and commitments which would be inappropriate in the light of the general purposes of this Agreement and in such manner as is appropriate to enable the transactions herein set forth to be accomplished in the most expeditious and efficient manner operationally and in the most orderly manner possible so far as relations of either party with their personnel, contractees and selling and shipping public are concerned.

THIRTY-SECOND. The obligations and undertakings of PURCHASER on its part to be performed at or after the Closing Date, hereinafter provided, shall be subject to the following express condition: That the Accountants for COLONIAL shall have delivered to PURCHASER a letter stating that, on the basis of review (but not audits) of appropriate books and records of COLONIAL and collateral investigations, the financial condition of COLONIAL on the latest practicable date prior to the Closing Date reflects no material adverse change from the financial condition of COLONIAL as of the date of December 31, 1953, (not taking into account contingent liabilities arising out of the sale of assets hereunder) allowing for changes or losses occurring in the ordinary course of business of COLONIAL.

THIRTY-THIRD. The obligations and undertakings of COLONIAL on its part to be performed at or after the Closing Date, hereinafter provided, shall be subject to the following express conditions precedent:

1. That the Accountants for PURCHASER shall have delivered to COLONIAL a letter stating that, on the basis of reviews (but not audits) of appropriate books and record of PURCHASER and collateral investigations,

(a) The financial condition per share of PURCHASER on the latest practicable date prior to the Closing Date reflects no material adverse change from the financial condition per share of PURCHASER as of the date of December 31, 1953, (not taking into account the contingent liabilities arising out of the purchase of assets of COLONIAL hereunder) allowing for changes or losses occurring in the ordinary course of business of PURCHASER.

(b) The number of outstanding shares of PURCHASER on the Closing Date is the same as on the date of this Agreement except for additional shares issued pursuant to options described above and except for shares issues in accordance with the provisions of Article TWENTY-SEVENTH hereof.

THIRTY-FOURTH. It is agreed between PURCHASER and COLONIAL that the effectiveness of this Agreement is subject to the express condition precedent than an order of the Civil Aeronautics Board (with the approval of the President to the extent required by law) shall have been issued and approved pursuant to Sections 408 and/or 412 of the Civil Aeronautics Act of 1938, as amended, and such other provisions of law as may be found applicable by the said Civil Aeronautics Board in the proceedings for approval of this Agreement, and that at the Closing Date the said order shall be effective, approving, to the extent such transactions require such approval, all of the transactions contemplated by this Agreement

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