Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement in substantially the form attached hereto as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as of the Closing Date; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing Date; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇▇▇ ▇▇▇ rely upon the tax representation letters referred to in Section 5.11); provided, however, that if Lath▇▇ & ▇atk▇▇▇ ▇▇▇s not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, renders such opinion to the Company; and (d) a certificate executed on behalf of Parent by an executive officer of Parent, confirming that conditions set forth in Sections 7.1, 7.2, 7.4, 7.5, 7.7 and 7.8 and 7.9 have been duly satisfied.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement in substantially the form attached hereto as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d and such agreement shall become effective as of the Closing Date; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ and such agreement shall become effective as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ in substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇h with an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing Date; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted ▇ Godward LLP dated as of the Closing DateDate and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.11); providedPROVIDED, howeverHOWEVER, that if Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇s Godward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Cool▇▇ ▇▇▇ward LLP▇▇▇ & ▇▇▇▇▇▇▇, counsel to Parentthe Company, renders such opinion to the Company; andParent. (d) a certificate executed on behalf of Parent the Company by an executive officer of Parent, its Chief Executive Officer confirming that the conditions set forth in Sections 7.16.1, 7.26.2, 7.46.4, 7.56.5 and 6.7, 7.7 and 7.8 and 7.9 have been duly satisfied; and (e) except as set forth on Exhibit B, the written resignations of all officers and directors of the Company, effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement in substantially the form attached hereto as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d and such agreement shall become effective as of the Closing Date; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ and such agreement shall become effective as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ in substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇h with an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing Date; (c) a legal opinion of Lath▇▇▇▇▇▇ & ▇atk▇▇▇▇▇▇, ▇▇ted dated as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇▇▇▇▇ & ▇atk▇▇▇▇▇▇ ▇▇▇ may rely upon the tax representation letters referred to in Section 5.11); providedPROVIDED, howeverHOWEVER, that if Lath▇▇▇▇▇▇ & ▇atk▇▇▇▇▇▇ ▇▇▇s does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Cool▇▇ ▇▇▇ward ▇▇▇ Godward LLP, counsel to Parent, renders such opinion to the Company; and (d) a certificate executed on behalf of Parent by an executive officer of Parent, confirming that conditions set forth in Sections 7.1, 7.2, 7.4, 7.5, 7.7 and 7.8 and 7.9 have been duly satisfied.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement in substantially the form attached hereto as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as of the Closing Date; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing Date; (c) a legal opinion of LathCool▇▇ & ▇atk▇▇▇, ▇▇ted ward LLP dated as of the Closing DateDate and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇Cool▇▇ ▇▇▇ ▇ward LLP may rely upon the tax representation letters referred to in Section 5.11); provided, however, that if Lath▇▇ & ▇atk▇Cool▇▇ ▇▇▇s ward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if CoolLath▇▇ & ▇atk▇▇▇ward LLP, counsel ▇▇unsel to Parentthe Company, renders such opinion to the Company; andParent. (d) a certificate executed on behalf of Parent the Company by an executive officer of Parent, its Chief Executive Officer confirming that the conditions set forth in Sections 7.16.1, 7.26.2, 7.46.4, 7.56.5 and 6.7, 7.7 and 7.8 and 7.9 have been duly satisfied; and (e) except as set forth on Exhibit B, the written resignations of all officers and directors of the Company, effective as of the Effective Time.

Agreements and Documents. Parent and the The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Affiliate Agreements in substantially the form attached hereto as of Exhibit H which shall have been D, executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as each Person who could reasonably be deemed to be an "affiliate" of the Closing DateCompany (as that term is used in Rule 145 under the Securities Act); (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective legal opinion of Pillsbury Madison & Sutro LLP dated as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially in the form attached hereto as of Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing DateJ; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted Cooley Godward LLP dated as of the Closing DateDate and addressed to the Company, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.116.9); providedPROVIDED, howeverHOWEVER, that if Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇s Godward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, Parent renders such opinion to the Company; and. In rendering such opinion, such firm may rely on the tax representation letters referred to in Section 6.9; (d) a certificate executed on behalf of Parent by an executive officer of Parent, its Chief Executive Officer confirming that the conditions set forth in Sections 7.18.1, 7.28.2, 7.48.4, 7.58.6, 7.7 8.7 (insofar as it relates to the Consents identified in Part 8.7 of the Parent Disclosure Schedule), 8.9, 8.10 and 7.8 and 7.9 8.18 have been duly satisfied; (e) the written resignations of all officers and directors of Parent (except for the resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director of Parent), effective as of the Effective Time; (f) evidence of Parent's compliance with Section 6.10(b); and (g) a Registration and Stockholder Rights Agreement in the form of Exhibit G, executed by Parent and ABB.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Affiliate Agreements in substantially the form attached hereto of EXHIBIT C, executed by each Person who could reasonably be deemed to be an "affiliate" (as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as that term is used in Rule 145 under the Securities Act) of the Closing DateCompany; (b) a separation and consulting agreement Stock Transfer Restriction Agreements in substantially the form attached hereto of EXHIBIT E, executed by each Person identified on Schedule 5.16; (c) a letter from PricewaterhouseCoopers LLP, dated as Exhibit I-1 which shall have been executed of the Closing Date and delivered by Parent addressed to Parent, reasonably satisfactory in form and Paul ▇. ▇▇substance to Parent, updating the letter referred to in Section 5.12; (d) a legal opinion of ▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective Godward LLP, dated as of the Closing Date, Date and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior addressed to the Closing Date; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted as of the Closing DateParent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, that (i) in rendering such opinion, Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇ Godward LLP may rely upon the tax representation letters (and confirmations thereof) referred to in Section 5.11); provided5.11 and customary assumptions, however, that and (ii) if Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇s Godward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, ▇▇▇▇ Procter LLP renders such opinion to the Company; andParent); (de) a certificate executed on behalf of Parent the Company by an executive officer of Parent, its Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in Sections 7.16.1, 7.26.2, 7.46.4(a), 7.56.5, 7.7 6.6(a), 6.7 and 7.8 and 7.9 6.10 have been duly satisfied; and (f) the written resignations of all officers and directors of each of the Acquired Corporations, effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Affiliate Agreements in substantially the form attached hereto of Exhibit C, executed by each Person who could reasonably be deemed to be an “affiliate” (as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as that term is used in Rule 145 under the Securities Act) of the Closing DateCompany; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective letter from PricewaterhouseCoopers LLP, dated as of the Closing DateDate and addressed to Parent, reasonably satisfactory in form and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially substance to Parent, updating the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior letter referred to the Closing Datein Section 5.11; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇Cooley Godward Kronish llp, ▇▇ted dated as of the Closing DateDate and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, that (i) in rendering such opinion, LathC▇▇ & ▇atk▇▇▇ ▇▇▇ Godward Kronish llp may rely upon the tax representation letters referred to in Section 5.11); provided5.10, however, that and (ii) if LathC▇▇ & ▇atk▇▇▇ ▇▇▇s Godward Kronish llp does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cool▇▇ S▇▇▇ward LLP▇▇ A▇▇▇▇▇▇▇ & Markiles, counsel to Parent, LLP renders such opinion to the Company; andParent); (d) a certificate executed on behalf of Parent the Company by an executive officer of Parent, its Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in Sections 7.16.1, 7.26.2, 7.46.4(a), 7.56.5, 7.7 6.6(a), 6.7, 6.8, 6.11, 6.12, and 7.8 and 7.9 6.13 have been duly satisfied (e) each of the consents to assignment identified on Schedule 6.5 to the Disclosure Schedule; and (f) the written resignations of all officers and directors of each of the Acquired Corporations, effective as of the Effective Time.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Affiliate Agreements in substantially the form attached hereto of Exhibit C, executed by each Person who could reasonably be deemed to be an "affiliate" (as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as that term is used in Rule 145 under the Securities Act) of the Closing DateCompany; (b) a separation and consulting agreement Stock Transfer Restriction Agreements in substantially the form attached hereto of Exhibit E, executed by each Person identified on Schedule 5.16; (c) a letter from PricewaterhouseCoopers LLP, dated as Exhibit I-1 which shall have been executed of the Closing Date and delivered by Parent addressed to Parent, reasonably satisfactory in form and Paul ▇. ▇▇substance to Parent, updating the letter referred to in Section 5.12; (d) a legal opinion of ▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective Godward LLP, dated as of the Closing Date, Date and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior addressed to the Closing Date; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted as of the Closing DateParent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, that (i) in rendering such opinion, Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇ Godward LLP may rely upon the tax representation letters (and confirmations thereof) referred to in Section 5.11); provided5.11 and customary assumptions, however, that and (ii) if Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇s Godward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, ▇▇▇▇ Procter LLP renders such opinion to the Company; andParent); (de) a certificate executed on behalf of Parent the Company by an executive officer of Parent, its Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in Sections 7.16.1, 7.26.2, 7.46.4(a), 7.56.5, 7.7 6.6(a), 6.7 and 7.8 and 7.9 6.10 have been duly satisfied; and (f) the written resignations of all officers and directors of each of the Acquired Corporations, effective as of the Effective Time.

Agreements and Documents. Parent and the The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Escrow Agreement in substantially the form attached hereto as of Exhibit H which shall have been C, executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as of the Closing DateParent; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇legal opinion of ▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective Godward, dated as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by covering such matters with respect to Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially Merger Sub as the form attached hereto Company may reasonably request (and is customary in a transaction such as Exhibit I-2 the Merger) ; (or c) subject to the last two sentences of this Section 7.4, a similar agreement which provides Dr. ▇▇legal opinion of ▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing Date; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted dated as of the Closing DateDate and addressed to the Company, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 368(a) of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇▇▇ ▇▇▇ rely upon the tax representation letters referred to in Section 5.11)Code; provided, however, that if Lath▇▇ & ▇atk▇▇▇ ▇▇▇s not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless will be deemed satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, renders ▇▇▇ Godward shall render such opinion to the Company in form reasonably acceptable to the Company; and. In rendering the opinion contemplated by this Section, counsel may rely upon reasonable representations and certificates of Parent, Merger Sub and the Company, including the tax representation letters described in Section 5.14; (d) a certificate executed on behalf by Parent and Merger Sub containing the representation and warranty of Parent by an executive officer of Parent, confirming and Merger Sub that the conditions set forth in Sections 7.1, 7.2, 7.4, 7.5, 7.7 7.2 and 7.8 and 7.9 7.5 have been duly satisfied; and (e) a Declaration of Registration Rights in the form of Exhibit F, executed by Parent. Notwithstanding any provisions of this Agreement (including without limitation Section 7.4(c) and Section 8) to the contrary, and without limiting any other rights of Parent hereunder, in the event that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor Cooley Godward is able to render the opinion described in Section 7.4(c) solely because the requirement in Section 368(a)(2)(E)(ii) of the Code is not satisfied, the Company shall not be entitled to terminate this Agreement or otherwise refuse or fail to consummate the Merger solely based on the failure to receive such opinion if Parent, in its sole discretion, during the 10-day period described below, shall restructure the Merger (the "Restructuring") so that at the Effective Time, (i) the Company is merged into Merger Sub rather than Merger Sub being merged into the Company, and (ii) all other terms and conditions of the Merger remain identical in all material respects to the terms set forth in this Agreement (and Parent shall in such event have the right to unilaterally cause the Restructuring to occur, and 39. extend the Scheduled Closing Time as reasonably necessary to effectuate the Restructuring, subject to the other conditions hereof). Without limiting the foregoing, in no event shall the Company be entitled to terminate this Agreement or otherwise refuse or fail to consummate the Merger on the sole basis of the inability of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Cooley Godward to render such opinion without first giving Parent at least 10 days' written notice of its intention to do so.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Affiliate Agreements in substantially the form attached hereto of EXHIBIT C, executed by each Person who could reasonably be deemed to be an “affiliate” (as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as that term is used in Rule 145 under the Securities Act) of the Closing DateCompany; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective letter from PricewaterhouseCoopers LLP, dated as of the Closing DateDate and addressed to Parent, reasonably satisfactory in form and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially substance to Parent, updating the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior letter referred to the Closing Datein Section 5.11; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted ▇ Godward Kronish LLP, dated as of the Closing DateDate and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, that (i) in rendering such opinion, Lath▇▇ & ▇atk▇▇▇ ▇▇▇ Cooley Godward Kronish LLP may rely upon the tax representation letters referred to in Section 5.11); provided5.10, however, that and (ii) if Lath▇▇ & ▇atk▇▇▇ ▇▇▇s Cooley Godward Kronish LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cool▇▇▇▇▇▇ ▇▇▇ward LLP▇▇▇▇▇ & Markiles, counsel to Parent, LLP renders such opinion to the Company; andParent); (d) a certificate executed on behalf of Parent the Company by an executive officer of Parent, its Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in Sections 7.16.1, 7.26.2, 7.46.4(a), 7.56.5, 7.7 6.6(a), 6.7, 6.8, 6.11, 6.12, and 7.8 and 7.9 6.13 have been duly satisfied (e) each of the consents to assignment identified on Schedule 6.5 to the Disclosure Schedule; and (f) the written resignations of all officers and directors of each of the Acquired Corporations, effective as of the Effective Time.

Agreements and Documents. Parent and the The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement Affiliate Agreements in substantially the form attached hereto as of Exhibit H which shall have been D, executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as each Person who could reasonably be deemed to be an "affiliate" of the Closing DateCompany (as that term is used in Rule 145 under the Securities Act); (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective legal opinion of Pillsbury Madison & Sutro LLP dated as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially in the form attached hereto as of Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing DateJ; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted ▇ Godward LLP dated as of the Closing DateDate and addressed to the Company, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇▇▇▇ ▇▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.116.9); provided, however, that if Lath▇▇ & ▇atk▇▇▇ ▇▇▇s Cooley Godward LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, Parent renders such opinion to the Company; and. In rendering such opinion, such firm may rely on the tax representation letters referred to in Section 6.9; (d) a certificate executed on behalf of Parent by an executive officer of Parent, its Chief Executive Officer confirming that the conditions set forth in Sections 7.18.1, 7.28.2, 7.48.4, 7.58.6, 7.7 8.7 (insofar as it relates to the Consents identified in Part 8.7 of the Parent Disclosure Schedule), 8.9, 8.10 and 7.8 and 7.9 8.18 have been duly satisfied; (e) the written resignations of all officers and directors of Parent (except for the resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇ as a director of Parent), effective as of the Effective Time; (f) evidence of Parent's compliance with Section 6.10(b); and (g) a Registration and Stockholder Rights Agreement in the form of Exhibit G, executed by Parent and ABB.