Common use of Buyer's Obligation Clause in Contracts

Buyer's Obligation. The obligation of Buyer to consummate the transactions contemplated by this Agreement, including the payment of the Adjusted Purchase Price, is subject to the satisfaction (or waiver by Buyer) of each of the following conditions: (i) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the date hereof and (except as they may be affected by transactions contemplated hereby) immediately before the Closing, as though made immediately before the Closing (unless and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case as of such earlier date), except where the failure to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 4); Seller and its affiliates shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and its affiliates by the Closing; and Seller shall have delivered to Buyer a certificate executed by an authorized officer of Seller dated the Closing Date confirming the foregoing. (ii) No action, lawsuit, proceeding, or investigation brought by any government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect and no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the consummation of the transactions contemplated hereby. (iii) All filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated. (iv) Since March 2, 2002, no incident, occurrence, development or event (other than those expressly contemplated by this Agreement, including Section 8) shall have occurred that, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. With respect to title to the Owned Properties (as defined herein), no defects in such title or encumbrances on such Owned Properties (other than Permitted Liens (as defined herein) and title matters disclosed in Sections 4(j) and 4(m)(x) of the Disclosure Schedule or specific recorded or unrecorded defects or encumbrances (which, for the avoidance of doubt, shall not include standard title commitment exceptions) noted as exceptions in the title commitments provided by Chicago Title to Buyer and listed on Exhibit A hereto), in each case which existed prior to the acquisition by the Company or a Subsidiary (as applicable) of such Owned Properties, shall have been discovered which, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. (v) The consent of Seller’s secured lenders to the transactions contemplated by this Agreement shall have been obtained and the Liens (as defined herein) in favor of such secured lenders on the assets of the Company and the Subsidiaries (as defined herein), the Shares and the capital stock of the Subsidiaries pursuant to Seller’s secured credit facility shall have been released. (vi) On the Closing Date, Seller shall have delivered to Buyer the following: (A) certified copies of resolutions duly adopted by Seller’s Board of Directors approving the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; (B) copies of the certificate of incorporation of each of the Company, Better Brands, Inc., a Delaware corporation (“BBI”), and Multifoods Merchandising, Inc., a Delaware corporation (“MMI”), certified by the Delaware Secretary of State as of a recent date and copies of the articles of incorporation of Multifoods Distribution Group, Inc., a Colorado corporation (“MDG” and together with BBI and MMI, the “Subsidiaries”), certified by the Colorado Secretary of State as of a recent date; (C) copies of the bylaws of each of the Company and the Subsidiaries, certified by the Secretary of each such person, as applicable; (D) good standing certificates, as of a recent date, for the Company, BBI and MMI from the Delaware Secretary of State and for MDG from the Colorado Secretary of State; (E) an assignment separate from certificate, in form and substance reasonably satisfactory to counsel for Buyer, sufficient to transfer to Buyer Seller’s right, title, and interest in the Shares; (F) a certificate, in form and substance reasonably satisfactory to counsel for Buyer, duly executed by Seller and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended; (G) an opinion of Seller’s general counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit B hereto; and (H) an opinion of Faegre & Bxxxxx LLP, Seller’s outside counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit C hereto. (vii) Seller shall have delivered to Buyer, at least 10 business days prior to the Closing Date, audited Statements of Direct Revenue and Direct Expense of the Company and the Subsidiaries on a Consolidated Basis for the 52–week period ended March 2, 2002 and audited Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto and together with an unqualified report thereon by Seller’s independent public accountants, and such audited financial statements shall not reflect any Material Adverse Effect as compared to the unaudited versions of such financial statements referred to in Section 4(g) hereof. (viii) Seller shall have entered into a transition services agreement (the “Transition Services Agreement”), in substantially the form attached hereto as Exhibit D, pursuant to which Seller will provide, or cause to be provided, to Buyer the services referred to therein on the terms and subject to the conditions set forth therein. (ix) All proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to be delivered by Seller in connection with the transactions contemplated hereby, including the transfer of Seller’s right, title, and interest in the Shares to Buyer, will be reasonably satisfactory to Buyer.

Buyer's Obligation. The obligation of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement, including the payment of the Adjusted Purchase Price, Capital Stock is subject to the satisfaction (or waiver by Buyer) as of each the Closing of the following conditions: (i) Each of the 7.3.1.1 The representations and warranties of Seller contained SFI made in this Agreement shall be true and correct as of the date hereof and (except as they may be affected by transactions contemplated hereby) immediately before the Closingand, in all material respects, as though made immediately before on and as of the Closing (unless Date, except for representations and to the extent any such representation or warranty speaks specifically warranties that speak as of an earlier date, in a specific date or time (which case need only be true and correct as of such earlier datedate or time), except where the failure to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 4); Seller and its affiliates SFI shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and its affiliates SFI by the time of the Closing; , and Seller SFI shall have delivered to Buyer a certificate executed by an authorized officer of Seller dated the Closing Date and signed by an officer of SFI confirming the foregoing.; (ii) 7.3.1.2 No action, lawsuit, proceeding, or investigation brought by any government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect and no injunction or order of any court or administrative agency of competent jurisdiction shall be threatened, pending or in effect as of the Closing that which (a) restrains or prohibits the consummation purchase and sale of the Stock or the exercise by Buyer of control over the Assets, (b) restricts or would restrict Buyer in the operation of the Business or any Business operated by Buyer as of such date as a result of the Closing, (c) seeks to invalidate or render unenforceable any material provision of this Agreement or any of the Ancillary Agreements, or (d) imposes or seeks to impose a material fine or other damage on Buyer as a result of the transactions contemplated hereby. (iii) All filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated. (iv) Since March 2, 2002, no incident, occurrence, development or event (other than those expressly contemplated by this Agreement, including Section 8) and there shall have occurred that, individually or in the aggregate, has resulted innot be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to constitute result, directly or result inindirectly, a Material Adverse Effect. With respect in any of the foregoing; 7.3.1.3 SFI shall have obtained, or caused to title to be obtained, the Owned Properties Required Consents (as defined herein)in Section 12.1.1) to the Imperial Contracts, no defects in such title or encumbrances on such Owned Properties (other than Permitted Liens the SFI Contracts and the Company Contracts required for the closing of the sale and transfer of the Capital Stock (as defined herein) contemplated by Section 12.1.1); 7.3.1.4 SFI shall have, or shall cause to be, removed, satisfied, released, discharged and title matters disclosed in Sections 4(j) and 4(m)(x) of the Disclosure Schedule or specific recorded or unrecorded defects or encumbrances (whichotherwise extinguished, for the avoidance of doubt, shall not include standard title commitment exceptions) noted as exceptions in the title commitments provided by Chicago Title with no liability to Buyer and listed or its affiliates, all mortgages, liens, security interests or other encumbrances of any nature on Exhibit A hereto), in each case which existed prior to or affecting the acquisition by the Company or a Subsidiary (as applicable) of such Owned Properties, shall have been discovered which, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. (v) The consent of Seller’s secured lenders to the transactions contemplated by this Agreement shall have been obtained Capital Stock and the Liens (as defined herein) Business and the assets, including any lien in favor of Xxxxxx Trust but excluding Permitted Liens, and SFI shall provide Buyer with such secured lenders on the assets evidence of the Company and the Subsidiaries (such removal satisfaction, release or extinguishment as defined herein), the Shares and the capital stock of the Subsidiaries pursuant to Seller’s secured credit facility Buyer may reasonably request; 7.3.1.5 SFI shall have been released. (vi) On the Closing Date, Seller shall have executed and delivered to Buyer the following: (A) certified copies of resolutions duly adopted by Seller’s Board of Directors approving the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; (B) copies of the certificate of incorporation of each of the Company, Better Brands, Inc., a Delaware corporation (“BBI”), and Multifoods Merchandising, Inc., a Delaware corporation (“MMI”), certified by the Delaware Secretary of State as of a recent date and copies of the articles of incorporation of Multifoods Distribution Group, Inc., a Colorado corporation (“MDG” and together with BBI and MMI, the “Subsidiaries”), certified by the Colorado Secretary of State as of a recent date; (C) copies of the bylaws of each of the Company and the Subsidiaries, certified by the Secretary of each such person, as applicable; (D) good standing certificates, as of a recent date, for the Company, BBI and MMI from the Delaware Secretary of State and for MDG from the Colorado Secretary of State; (E) an assignment separate from certificate, in form and substance reasonably satisfactory to counsel for Buyer, sufficient to transfer to Buyer Seller’s right, title, and interest in the Shares; (F) a certificate, in form and substance reasonably satisfactory to counsel for Buyer, duly executed by Seller and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended; (G) an opinion of Seller’s general counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit B hereto; and (H) an opinion of Faegre & Bxxxxx LLP, Seller’s outside counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit C hereto. (vii) Seller shall have delivered to Buyer, at least 10 business days prior to the Closing Date, audited Statements of Direct Revenue and Direct Expense of the Company and the Subsidiaries on a Consolidated Basis for the 52–week period ended March 2, 2002 and audited Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto and together with an unqualified report thereon by Seller’s independent public accountants, and such audited financial statements shall not reflect any Material Adverse Effect as compared to the unaudited versions of such financial statements referred to in Section 4(g) hereof. (viii) Seller shall have entered into a transition services agreement (the “Transition Services Agreement”), in substantially the form attached hereto as Exhibit D, pursuant to which Seller will provide, or cause to be provided, to Buyer the services referred to therein on the terms and subject to the conditions set forth therein. (ix) All proceedings to be taken by Seller in connection with the consummation of the Closing Ancillary Agreements and the other transactions contemplated hereby certificates, documents and all documents instruments required to be delivered by Seller SFI pursuant to Section 7.1.3; 7.3.1.6 The Sale Order shall have been entered, and neither the Interim Order nor the Sale Order shall have been modified, amended, dissolved, revoked or rescinded in connection any respect; 7.3.1.7 Buyer shall have obtained commitments for financing satisfactory to complete the proposed Transaction; 7.3.1.8 Buyer shall have obtained commitments for the growing of sugar beets and for grower equity contributions sufficient to complete the purchase no later than September 15, 2001; 7.3.1.9 All necessary permits, regulatory approvals and consents shall have been obtained; and 7.3.1.10 Buyer shall be reasonably satisfied with the transactions contemplated herebyresults of due diligence investigations (including financial, including operational, environmental and title matters) relating to the transfer of Seller’s right, titleCapital Stock and the Business to be acquired, and interest the Great Lakes Assets and the Xxxxx Assets acquired in the Shares future, all said due diligence to Buyer, will be reasonably satisfactory completed no later than thirty (30) days prior to Buyerthe date of Closing.

Buyer's Obligation. The obligation of Buyer to consummate purchase and ------------------ pay for the transactions contemplated by this Agreement, including the payment stock of the Adjusted Purchase Price, Company and the stock of Great Lakes is subject to the satisfaction (or waiver by Buyer) as of each the Closing of the following conditions: (i) Each of the 7.3.1.1 The representations and warranties of Seller contained SFI made in this First Amended Agreement shall be true and correct as of the date hereof Closing Date, except for representations and (except as they may be affected by transactions contemplated hereby) immediately before the Closing, as though made immediately before the Closing (unless and to the extent any such representation or warranty speaks specifically warranties that speak as of an earlier date, in a specific date or time (which case need only be true and correct as of such earlier datedate or time), except where the failure to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 4); Seller and its affiliates SFI shall have performed or complied in all material respects with all obligations and covenants required by this First Amended Agreement to be performed or complied with by Seller and its affiliates SFI by the Closing; and Seller shall have delivered to Buyer a certificate executed by an authorized officer of Seller dated the Closing Date confirming the foregoing. (ii) No action, lawsuit, proceeding, or investigation brought by any government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any time of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect and no Closing; 7.3.1.2 No injunction or order of any court or administrative agency of competent jurisdiction shall be threatened, pending or in effect as of the Closing that which (a) restrains or prohibits the consummation purchase and sale of the stock of the Company or the stock of Great Lakes, (b) restricts or would restrict Buyer in the operation of the Business or any Business operated by Buyer as of such date as a result of the Closing, (c) seeks to invalidate or render unenforceable any material provision of this First Amended Agreement or any of the Ancillary Agreements, or (d) imposes or seeks to impose a material fine or other damage on Buyer as a result of the transactions contemplated hereby. (iii) All filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been madeby this First Amended Agreement, and there shall not be any approvals required thereunder shall have been obtainedaction taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the waiting period required thereby shall have expired transactions contemplated hereby by any federal, state or terminated. (iv) Since March 2foreign court, 2002government or governmental authority or agency, no incident, occurrence, development or event (other than those expressly contemplated by this Agreement, including Section 8) shall have occurred that, individually or in the aggregate, has resulted in, or which would reasonably be expected to constitute result, directly or result inindirectly, a Material Adverse Effect. With respect in any of the foregoing; 7.3.1.3 SFI shall have obtained, or caused to title be obtained, the Required Consents (as defined in Section 12.1.1); 7.3.1.4 SFI shall have, or shall cause to be, removed, satisfied, released, discharged and otherwise extinguished, with no liability to Buyer or its affiliates, all mortgages, liens, security interests or other encumbrances of any nature on or affecting the Owned Properties stock of the Company, the stock of Great Lakes, the Business and the related assets, including any lien in favor of Xxxxxx Trust but excluding Permitted Encumbrances (as defined herein), no defects in and SFI shall provide Buyer with such title or encumbrances on such Owned Properties (other than Permitted Liens (as defined herein) and title matters disclosed in Sections 4(j) and 4(m)(x) of the Disclosure Schedule or specific recorded or unrecorded defects or encumbrances (which, for the avoidance of doubt, shall not include standard title commitment exceptions) noted as exceptions in the title commitments provided by Chicago Title to Buyer and listed on Exhibit A hereto), in each case which existed prior to the acquisition by the Company or a Subsidiary (as applicable) evidence of such Owned Propertiesremoval satisfaction, release or extinguishment as Buyer may reasonably request; 7.3.1.5 SFI shall have been discovered which, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. (v) The consent of Seller’s secured lenders to the transactions contemplated by this Agreement shall have been obtained executed and the Liens (as defined herein) in favor of such secured lenders on the assets of the Company and the Subsidiaries (as defined herein), the Shares and the capital stock of the Subsidiaries pursuant to Seller’s secured credit facility shall have been released. (vi) On the Closing Date, Seller shall have delivered to Buyer the following: (A) certified copies of resolutions duly adopted by Seller’s Board of Directors approving the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; (B) copies of the certificate of incorporation of each of the Company, Better Brands, Inc., a Delaware corporation (“BBI”), and Multifoods Merchandising, Inc., a Delaware corporation (“MMI”), certified by the Delaware Secretary of State as of a recent date and copies of the articles of incorporation of Multifoods Distribution Group, Inc., a Colorado corporation (“MDG” and together with BBI and MMI, the “Subsidiaries”), certified by the Colorado Secretary of State as of a recent date; (C) copies of the bylaws of each of the Company and the Subsidiaries, certified by the Secretary of each such person, as applicable; (D) good standing certificates, as of a recent date, for the Company, BBI and MMI from the Delaware Secretary of State and for MDG from the Colorado Secretary of State; (E) an assignment separate from certificate, in form and substance reasonably satisfactory to counsel for Buyer, sufficient to transfer to Buyer Seller’s right, title, and interest in the Shares; (F) a certificate, in form and substance reasonably satisfactory to counsel for Buyer, duly executed by Seller and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended; (G) an opinion of Seller’s general counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit B hereto; and (H) an opinion of Faegre & Bxxxxx LLP, Seller’s outside counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit C hereto. (vii) Seller shall have delivered to Buyer, at least 10 business days prior to the Closing Date, audited Statements of Direct Revenue and Direct Expense of the Company and the Subsidiaries on a Consolidated Basis for the 52–week period ended March 2, 2002 and audited Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto and together with an unqualified report thereon by Seller’s independent public accountants, and such audited financial statements shall not reflect any Material Adverse Effect as compared to the unaudited versions of such financial statements referred to in Section 4(g) hereof. (viii) Seller shall have entered into a transition services agreement (the “Transition Services Agreement”), in substantially the form attached hereto as Exhibit D, pursuant to which Seller will provide, or cause to be provided, to Buyer the services referred to therein on the terms and subject to the conditions set forth therein. (ix) All proceedings to be taken by Seller in connection with the consummation of the Closing Ancillary Agreements and the other transactions contemplated hereby certificates, documents and all documents instruments required to be delivered by Seller in connection with the transactions contemplated hereby, including the transfer of Seller’s right, title, and interest in the Shares SFI pursuant to Buyer, will be reasonably satisfactory to Buyer.Section 7.1.3;

Buyer's Obligation. The obligation of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement, including the payment of the Adjusted Purchase Price, Shares is subject to the satisfaction (or waiver by Buyer) as of each the Closing of the following conditions: (ia) Each of the The representations and warranties of Seller contained (i) made in Sections 4.01, 4.03, 4.04 (the first sentence only), 4.05, 4.06(a), 4.06(b), 4.06(c) (the first sentence only), 4.06(d) and 4.20 of this Agreement shall be true and correct in all but de minimis respects, as of the date hereof and (except as they may be affected by transactions contemplated hereby) immediately before of the Closing, time of the Closing as though made immediately before the Closing as of such time (unless and except to the extent any such representation or warranty speaks specifically as of representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all but de minimis respects on and as of such earlier date), and (ii) made in this Agreement, other than those described in clause (i) above, shall be true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein), as of the date hereof and as of the time of the Closing as though made as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except in the case of this clause (ii) where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect (as defined in Section 4); Effect. Seller and its affiliates shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and its affiliates by the time of the Closing; and . Seller shall have delivered to Buyer a certificate executed dated the Closing Date and signed by an authorized officer of Seller dated confirming that the Closing Date confirming the foregoingcondition in this Section 3.01(a) has been satisfied. (iib) No action(i) statute, lawsuitrule, proceedingregulation, executive order, decree or investigation brought other legal restraint or prohibition shall be enacted, entered, promulgated, enforced or issued by any government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect Governmental Entity and no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as and (ii) temporary restraining order or preliminary or permanent injunction issued by any Governmental Entity in the United States shall be pending, issued or enforced and be in effect, in any case set forth in clauses (i) or (ii) above, that prevents the purchase and sale of the Closing that restrains or prohibits the consummation of the transactions contemplated herebyShares. (iiic) All filings required under Seller and its Affiliates shall have executed and delivered the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended other Transaction Documents to which it or they are a party. (the “HSR Act”), d) The ASPV Acquisition Documents shall have been madeassigned pursuant to Section 5.03. (e) The Company shall have filed (i) an ISRA General Information Notice with the NJDEP for the Rahway Site, and (ii) a Remediation Certification for the Rahway Site, and posted a Remediation Funding Source with any approvals required thereunder applicable Annual Surcharge Payment, consistent with Section 11.01. (f) The Pre-Closing Transfers shall have been obtained, or the waiting period required thereby shall have expired or terminatedcompleted. (ivg) Since March 2the date hereof, 2002, no incident, occurrence, development or event (other than those expressly contemplated by this Agreement, including Section 8) shall have occurred that, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. With respect to title to the Owned Properties (as defined herein), no defects in such title or encumbrances on such Owned Properties (other than Permitted Liens (as defined herein) and title matters disclosed in Sections 4(j) and 4(m)(x) of the Disclosure Schedule or specific recorded or unrecorded defects or encumbrances (which, for the avoidance of doubt, shall not include standard title commitment exceptions) noted as exceptions in the title commitments provided by Chicago Title to Buyer and listed on Exhibit A hereto), in each case which existed prior to the acquisition by the Company or a Subsidiary (as applicable) of such Owned Properties, there shall have been discovered which, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a no Material Adverse Effect. (vh) The consent of Seller’s secured lenders All approvals or consents by Governmental Entities that are set forth on Schedule 3.01(h) shall have been obtained. Approvals under the Solid Waste Utility Control Act and the Solid Waste Management Act to consummate the transactions and all transfers contemplated by this Agreement shall have been obtained obtained. Approvals required by NJDEP necessary to own and operate the Liens (as defined herein) in favor of such secured lenders on the assets business of the Company and the Subsidiaries (as defined herein), the Shares and the capital stock of the Subsidiaries pursuant to Seller’s secured credit facility shall have been releasedobtained, and the parties shall have complied with any statutory and regulatory requirements imposed or administered by any of those Governmental Entities to the extent such compliance is required as a material condition to the effectiveness of such approvals and consents. (vii) On the Closing Date, Seller shall have delivered to Buyer evidence of termination of any Liens securing any Indebtedness of the following: Company or any Company Subsidiary or any other filed Liens against the Company or any Company Subsidiary or any asset of the Company or any Company Subsidiary (other than (A) certified copies of resolutions duly adopted by Seller’s Board of Directors approving the execution, delivery, any filed Liens related to operating leases and performance of this Agreement and the consummation of the transactions contemplated hereby; (B) copies of the certificate of incorporation of each of the Company, Better Brands, Inc., a Delaware corporation (“BBI”), and Multifoods Merchandising, Inc., a Delaware corporation (“MMI”), certified by the Delaware Secretary of State as of a recent date and copies of the articles of incorporation of Multifoods Distribution Group, Inc., a Colorado corporation (“MDG” and together with BBI and MMI, the “Subsidiaries”), certified by the Colorado Secretary of State as of a recent date; (C) copies of the bylaws of each of the Company and the Subsidiaries, certified by the Secretary of each such person, as applicable; (D) good standing certificates, as of a recent date, for the Company, BBI and MMI from the Delaware Secretary of State and for MDG from the Colorado Secretary of State; (E) an assignment separate from certificate, in form and substance reasonably satisfactory to counsel for Buyer, sufficient to transfer to Buyer Seller’s right, title, and interest any filed Liens securing amounts less than $50,000 in the Shares; (F) a certificate, in form and substance reasonably satisfactory to counsel for Buyer, duly executed by Seller and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended; (G) an opinion of Seller’s general counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit B hereto; and (H) an opinion of Faegre & Bxxxxx LLP, Seller’s outside counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit C heretoaggregate). (vii) Seller shall have delivered to Buyer, at least 10 business days prior to the Closing Date, audited Statements of Direct Revenue and Direct Expense of the Company and the Subsidiaries on a Consolidated Basis for the 52–week period ended March 2, 2002 and audited Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto and together with an unqualified report thereon by Seller’s independent public accountants, and such audited financial statements shall not reflect any Material Adverse Effect as compared to the unaudited versions of such financial statements referred to in Section 4(g) hereof. (viii) Seller shall have entered into a transition services agreement (the “Transition Services Agreement”), in substantially the form attached hereto as Exhibit D, pursuant to which Seller will provide, or cause to be provided, to Buyer the services referred to therein on the terms and subject to the conditions set forth therein. (ix) All proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to be delivered by Seller in connection with the transactions contemplated hereby, including the transfer of Seller’s right, title, and interest in the Shares to Buyer, will be reasonably satisfactory to Buyer.

Buyer's Obligation. The obligation of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement, including the payment of the Adjusted Purchase Price, Shares is subject to the satisfaction (or waiver by Buyer) as of each the Closing of the following conditions: (i) Each of the The representations and warranties of Seller contained PHC and Sellers made in this Agreement shall be true and correct in all material respects as of the date hereof and (except on and as they may be affected by transactions contemplated hereby) immediately before of the ClosingClosing Date, as though made immediately before on and as of the Closing (unless Date, and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case as of such earlier date), except where the failure to be so true PHC and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 4); Seller and its affiliates Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller PHC and its affiliates Sellers by the time of the Closing, except (A) with respect to breaches or alleged breaches of the representations and warranties contained in Section 4 that are included in a Notice of Breach delivered pursuant to Section 2(a)(iii), (B) to the extent of changes or developments contemplated by the terms of this Agreement, (C) for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and (D) for breaches of such representations and warranties and covenants, after taking into account all information contained in any Notice of Breach or disclosed in any supplements, modifications and updates to the Schedules by PHC and Sellers prior to the Closing as permitted by this Agreement, that, in the aggregate, would not have a material adverse effect on the Business taken as a whole (a "Material Adverse Effect"); and Seller PHC shall have delivered to Buyer a certificate executed by an authorized officer of Seller dated the Closing Date and signed by an officer of PHC confirming the foregoing.foregoing to the best of such officer's knowledge; (ii) No action, lawsuit, proceeding, or investigation brought by any government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect and no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the consummation of the transactions contemplated hereby.Stock Purchase; (iii) All filings required The waiting period under the HxxxHart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”"), shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or been terminated.; and (iv) Since March 2PHC and the Sellers shall have executed and delivered, 2002or shall have caused to be executed and delivered, no incident, occurrence, development or event (other than those expressly contemplated by this the Lease and Services Agreement, including Section 8) shall have occurred thatthe Assignment, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. With respect to title to the Owned Properties (as defined herein), no defects in such title or encumbrances on such Owned Properties (other than Permitted Liens (as defined herein) Assumption and title matters disclosed in Sections 4(j) and 4(m)(x) of the Disclosure Schedule or specific recorded or unrecorded defects or encumbrances (which, for the avoidance of doubt, shall not include standard title commitment exceptions) noted as exceptions in the title commitments provided by Chicago Title to Buyer and listed on Exhibit A hereto), in each case which existed prior to the acquisition by the Company or a Subsidiary (as applicable) of such Owned Properties, shall have been discovered which, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. (v) The consent of Seller’s secured lenders to the transactions contemplated by this Agreement shall have been obtained and the Liens (as defined herein) in favor of such secured lenders on the assets of the Company and the Subsidiaries (as defined herein), the Shares and the capital stock of the Subsidiaries pursuant to Seller’s secured credit facility shall have been released. (vi) On the Closing Date, Seller shall have delivered to Buyer the following: (A) certified copies of resolutions duly adopted by Seller’s Board of Directors approving the execution, delivery, and performance of this Indemnification Agreement and the consummation of the transactions contemplated hereby; Transition Services Agreement (B) copies of the certificate of incorporation of each of the Company, Better Brands, Inc., a Delaware corporation (“BBI”), and Multifoods Merchandising, Inc., a Delaware corporation (“MMI”), certified by the Delaware Secretary of State as of a recent date and copies of the articles of incorporation of Multifoods Distribution Group, Inc., a Colorado corporation (“MDG” and together with BBI and MMIcollectively, the “Subsidiaries”"Ancillary Agreements"), certified by the Colorado Secretary of State as of a recent date; (C) copies of the bylaws of each of the Company and the Subsidiaries, certified by the Secretary of each such person, as applicable; (D) good standing certificates, as of a recent date, for the Company, BBI and MMI from the Delaware Secretary of State and for MDG from the Colorado Secretary of State; (E) an assignment separate from certificate, in form and substance reasonably satisfactory to counsel for Buyer, sufficient to transfer to Buyer Seller’s right, title, and interest in the Shares; (F) a certificate, in form and substance reasonably satisfactory to counsel for Buyer, duly executed by Seller and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended; (G) an opinion of Seller’s general counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit B hereto; and (H) an opinion of Faegre & Bxxxxx LLP, Seller’s outside counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit C hereto. (vii) Seller shall have delivered to Buyer, at least 10 business days prior to the Closing Date, audited Statements of Direct Revenue and Direct Expense of the Company and the Subsidiaries on a Consolidated Basis for the 52–week period ended March 2, 2002 and audited Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto and together with an unqualified report thereon by Seller’s independent public accountants, and such audited financial statements shall not reflect any Material Adverse Effect as compared to the unaudited versions of such financial statements referred to in Section 4(g) hereof. (viii) Seller shall have entered into a transition services agreement (the “Transition Services Agreement”), in substantially the form attached hereto as Exhibit D, pursuant to which Seller will provide, or cause to be provided, to Buyer the services referred to therein on the terms and subject to the conditions set forth therein. (ix) All proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to be delivered by Seller in connection with the transactions contemplated hereby, including the transfer of Seller’s right, title, and interest in the Shares to Buyer, will be reasonably satisfactory to Buyer.

Buyer's Obligation. The obligation of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement, including the payment of the Adjusted Purchase Price, Shares is subject to the satisfaction (or waiver by Buyer) as of each the Closing of the following conditions: (ia) Each of the The representations and warranties of Seller contained made (i) in Sections 4.01 and 4.05 of this Agreement shall be true and correct in all material respects, as of the date hereof and (except as they may be affected by transactions contemplated hereby) immediately before of the Closing, time of the Closing as though made immediately before the Closing as of such time (unless and except to the extent any such representation or warranty speaks specifically as of representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), (ii) in this Agreement, other than those described in clause (i) above or clause (iii) below, shall be true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein), as of the date hereof and as of the time of the Closing as though made as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except in the case of this clause (ii) where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Material Adverse Effect and (as defined iii) in Section 4); 4.03 and the first two sentences of Section 4.05 shall be true and correct in all respects as of the date hereof and as of the time of the Closing. Seller and its affiliates shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and its affiliates by the time of the Closing; and . Seller shall have delivered to Buyer a certificate executed dated the Closing Date and signed by an authorized officer of Seller dated confirming that the Closing Date confirming the foregoingforegoing conditions in this Section 3.01(a) have been satisfied. (iib) No actionstatute, lawsuitrule, proceedingregulation, executive order, decree, temporary restraining order, preliminary or investigation brought permanent injunction or other order or judgment enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect and no injunction or order of any court or of competent jurisdiction, administrative agency of competent jurisdiction or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) or other legal restraint or prohibition preventing or making illegal the Purchase and Sale shall be have been issued and remain in effect as of the Closing that restrains or prohibits the consummation of the transactions contemplated herebyeffect. (iiic) All filings required The waiting period under the Hxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”), shall have been madeif applicable to the Purchase and Sale, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or been terminated. (ivd) Since March 2, 2002, no incident, occurrence, development or event (other than those expressly contemplated by this Agreement, including Section 8) Seller shall have occurred thatexecuted and delivered the Other Transaction Documents to which Seller is a party. (e) Buyer shall have received all applicable deliverables in accordance with Section 2.01(b). (f) During the period from the date of this Agreement through the Closing Date, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. With respect to title to the Owned Properties (as defined herein), no defects in such title or encumbrances on such Owned Properties (other than Permitted Liens (as defined herein) and title matters disclosed in Sections 4(j) and 4(m)(x) of the Disclosure Schedule or specific recorded or unrecorded defects or encumbrances (which, for the avoidance of doubt, there shall not include standard title commitment exceptions) noted as exceptions in the title commitments provided by Chicago Title to Buyer have occurred and listed on Exhibit A hereto), in each case which existed prior to the acquisition by the Company or a Subsidiary (as applicable) of such Owned Properties, shall have been discovered which, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a continuing any Material Adverse Effect. (v) The consent of Seller’s secured lenders to the transactions contemplated by this Agreement shall have been obtained and the Liens (as defined herein) in favor of such secured lenders on the assets of the Company and the Subsidiaries (as defined herein), the Shares and the capital stock of the Subsidiaries pursuant to Seller’s secured credit facility shall have been released. (vi) On the Closing Date, Seller shall have delivered to Buyer the following: (A) certified copies of resolutions duly adopted by Seller’s Board of Directors approving the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; (B) copies of the certificate of incorporation of each of the Company, Better Brands, Inc., a Delaware corporation (“BBI”), and Multifoods Merchandising, Inc., a Delaware corporation (“MMI”), certified by the Delaware Secretary of State as of a recent date and copies of the articles of incorporation of Multifoods Distribution Group, Inc., a Colorado corporation (“MDG” and together with BBI and MMI, the “Subsidiaries”), certified by the Colorado Secretary of State as of a recent date; (C) copies of the bylaws of each of the Company and the Subsidiaries, certified by the Secretary of each such person, as applicable; (D) good standing certificates, as of a recent date, for the Company, BBI and MMI from the Delaware Secretary of State and for MDG from the Colorado Secretary of State; (E) an assignment separate from certificate, in form and substance reasonably satisfactory to counsel for Buyer, sufficient to transfer to Buyer Seller’s right, title, and interest in the Shares; (F) a certificate, in form and substance reasonably satisfactory to counsel for Buyer, duly executed by Seller and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended; (G) an opinion of Seller’s general counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit B hereto; and (H) an opinion of Faegre & Bxxxxx LLP, Seller’s outside counsel, addressed to Buyer and dated the Closing Date, in substantially the form of Exhibit C hereto. (vii) Seller shall have delivered to Buyer, at least 10 business days prior to the Closing Date, audited Statements of Direct Revenue and Direct Expense of the Company and the Subsidiaries on a Consolidated Basis for the 52–week period ended March 2, 2002 and audited Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto and together with an unqualified report thereon by Seller’s independent public accountants, and such audited financial statements shall not reflect any Material Adverse Effect as compared to the unaudited versions of such financial statements referred to in Section 4(g) hereof. (viii) Seller shall have entered into a transition services agreement (the “Transition Services Agreement”), in substantially the form attached hereto as Exhibit D, pursuant to which Seller will provide, or cause to be provided, to Buyer the services referred to therein on the terms and subject to the conditions set forth therein. (ix) All proceedings to be taken by Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all documents required to be delivered by Seller in connection with the transactions contemplated hereby, including the transfer of Seller’s right, title, and interest in the Shares to Buyer, will be reasonably satisfactory to Buyer.